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Management PresentationFebruary 2019
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DisclaimerImportant Information Regarding Forward-Looking Statements
This presentation has been prepared by Four Springs Capital Trust (“Four Springs”) solely for informational purposes and does not purport to contain all of the information that may be relevant. Interested parties should conduct their own investigation and analysis of Four Springs.
Certain statements contained in the following presentation constitute forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the company to be materially different from actual results and achievements expressed or implied by such forward-looking statements. Such factors include but are not limited to our ability to acquire new property, financial projections, the effect of economic conditions and/or other factors outside the control of the Company. The information herein is believed to be reliable, however the accuracy and completeness of the information is not guaranteed. It is intended to be general information only and not to provide personal investment advice and it does not take into account the specific investment objectives, financial situation and the particular needs of any specific person.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this presentation. While forward-looking statements reflect Four Springs’ good faith beliefs, they are not guarantees of future performance. In light of these risks and uncertainties, the forward-looking events discussed in this presentation might not occur as described, or at all.
This does not constitute an offer to buy or sell any security. Such an offer may only be made by means of a Private Placement Memorandum (PPM) and only through a registered Broker/Dealer. Offering facts and terms are controlled by the PPM. Investments in securities are not suitable for all investors. Private Placements are for “Accredited Investors” only. An Accredited Investor is defined in general as: (i) any natural person whose individual net worth, or joint net worth with that person‘s spouse, at the time of his purchase exceeds $1,000,000 (for purposes of the foregoing net worth calculation, the Investor has excluded (i) the value of his/her primary residence as an asset in calculating the Investor‘s net worth, and (ii) any debt securing such residence as a liability, except to the extent that such indebtedness is in excess of estimated fair market value of such residence); (ii) any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person‘s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (iii) any trustee or executive officer of the Company, or any trustee or executive officer of the Manager; (iv) any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D of the Securities Act of 1933, as amended; (v) any entity in which all of the equity owners are accredited investors; (vi) The Investor is an entity in which all of the equity owners, or a grantor or revocable trust in which all of the grantors and trustees, qualify under clause (i), (ii), (iii), (iv) or (v) above or this clause (vi), or (vii) any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000. All investments and tax strategies have risks. Many investments are illiquid by nature. There is no recognized secondary market and you may be unable to sell your interests prior to liquidation. Investors should perform their own due diligence before considering any investment in our company. Investment objectives may not be reached if there are significant changes in the economic and regulatory environment affecting real estate. Past performance and/or forward looking statements are never an assurance of future results.
Use of Non-GAAP Financial Information
This presentation includes measures not derived in accordance with generally accepted accounting principles (“GAAP”), such as funds from operations, adjusted funds from operations, cash net operating income and adjusted EBITDA. These measures should not be considered in isolation or as a substitute for any measure derived in accordance with GAAP, and may also be inconsistent with similar measures presented by other companies. Reconciliation of these measures to the most closely comparable GAAP measures are presented in the appendix hereto.
Securities are offered through Third Seven Capital, LLC. Headquarters: 444 Madison Avenue, Suite 8500, New York, NY, 347-822-9126. Member FINRA/SIPC. Four Springs and Third Seven Capital, LLC are not affiliated. Four Springs may elect to engage additional broker-dealers to assist the Company in the offering and sale of its Series D Preferred Shares.
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Table of Contents
Sections
Why Net Lease? Why Now?
Four Springs Overview
Our Portfolio
Our Differentiated Investment Strategy
Our Differentiated Value Creation Strategy
Offering Highlights & Exit Strategy
Appendix
4
12
20
25
34
39
47
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Why Net Lease? Why Now?
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Insurance
Net Lease Investment
50%Bond-like
50%Real Estate
65%Bond-like
35%Real Estate
75%Bond-like
25%Real Estate
10-Year Lease
Net Lease REITAverage Remaining
Lease Term
Property Taxes
Rent paid to owners "net" of
these three expenses
15-Year Lease 20-Year Lease
Net Lease DefinitionNothing But Net: Under a triple-net lease, the tenant is responsible for paying all operating expenses, property taxes, and insurance, while in traditional property sectors, landlords bear the responsibility for most of these expenses. Triple- net investments are considered part real estate and part long-term bond. Typically, the present value of the cash flow from the lease represents 50-75% of the investment value, with the property's residual value accounting for 25-50%.Expenses Paid by Tenant
Source: Green Street Advisors
Real or Perceived Risk: Four Springs' focus on underwriting the real estate in combination with the specifics of thelease is of significant importance for investors seeking a more thoughtful blend of risk and reward.
Hence a "triple-net"
lease
Operating Expenses & Maintenance
Value Drivers
Rental Payments
• Real Estate Fundamentals• Credit Quality of Tenant• Unit-Level Performance Metrics• Master/Cross Defaulted
Leases
• Interest Rates• Residual Value• Physical/Locational Quality• Alternative Use• Supply/Demand Characteristics
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Long lease terms can mitigate volatility associated with recessions
Seeks to provide attractive yields and outperform over time
The sector continues to grow in the public market
Minimal capital requirements can increase long-term returns
Why Invest in Single-Tenant Net Lease?
Tends to have stable cash flows from triple-net lease structures
IPO
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Comparison: Net Lease vs. Other Sectors
Diversification
Property Mgmt.
Cap-Ex (% of NOI)
Expense Leakage
eCommerce Risk
Net Lease
High
Low
Low
~3%
Low
Low
High
Moderate
~30%
Moderate
Low
Low
Low/Moderate
~25%
None
Low
High
High
~40%
None
Net Lease vs. Traditional Sectors
Its Own Sector: Net lease investments boast many desirable characteristics relative to other commercial real estate sectors. While net lease REITs invest in the same property types as traditional sector-focused REITs (i.e., retail, industrial, medical, office, etc.), the long-term and net lease nature of these lease structures translate into stable, predictable cash flow, enhanced management efficiency, and lower exposure to property-level operating expenses.
Source: Company Disclosure
Strip Retail Industrial Office
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-15%
-39%-41%
-61%
11% 11%
3%6% 6%
1%
Net Lease Apartment Strip Center Office Mall Industrial
Jan '08 to Dec '08(falling market)
Jan '08 to Current(full cycle)
Annualized Total Returns Since the Financial Crisis1
A Defensive Investment
Playing Defense: Long-term leases, a diversified tenant-base, strong balance sheets, and the absence of development challenges set the stage for net lease REITs to meaningfully outperform other major real estate sectors during the financial crisis. A 'slow and steady wins the race' business model is particularly attractive following long periods of high growth.
1Sectors definitions are based on NAREIT sector indices Source: Bloomberg, NAREIT
-67%
-25%
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REIT Total Returns Amidst Rising Interest Rates
-2.5% -2.0% -1.5% -1.0% -0.5% 0.0% 0.5% 1.0% 1.5% 2.0% 2.5%Interest Rate Changes
Tota
lRet
urns
REITs delivered positive totalreturns 87% of the time amidst
rising rates since 1992
REIT Total Returns vs. Interest Rates
Not So Bearish After All: History has shown that REITs have fared reasonably well through rising interest rates. Indeed, REITs overall have boasted positive total returns 87% of the time as interest rates have risen. While rising interest rates are a drag on asset values, tailwinds from strong economic fundamentals often outweigh headwinds from rising rates.
1Large rises defined as time spans where long-term Baa bond rates rose by >100 bps (7 instances since 1995)Source: Bloomberg, NAREIT, Green Street Advisors
Quarterly rolling 12-month returns since 1992120%
100%
80%
60%
40%
20%
0%
-20%
-40%
-60%
-80%
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Net Lease Sector All REITs
3-Year 5-Year 10-Year 15-Year'02 '04 '06 '08 '10 '12 '14 '16
Office: 9.2%
RegionalMalls: 10.7%
Net Lease:13.1%
Net lease displayed low volatility relativeto other sectors throughout the downturn.
1.3% 3.3%
9.9%
13.1
%
1.6%
6.7% 7.
2%
10.7
%
25
50
75
100
'06 '07 '08
Full CycleRecovery Phase
Delivering Long-Term Returns
Outperformer: Total returns for the net lease sector outpaced the average REIT over time. Declining interest rates, conservative balance sheets, simple business models, and relatively high AFFO yields have served as a solid backdrop for the outperformance versus other REIT sectors. While net lease REITs have delivered lower returns during the recovery from the 'Great Recession', performance over the full-cycle has been more robust.
1Sectors definitions are based on NAREIT sector indicesSource: Bloomberg, NAREIT
Full Cycle vs. Recovery Phase Total Returns1Annualized Total Returns1
Apartments:12.5%
Industrial:7.7%
Strip Center:7.7%
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Public Net Lease REIT Investor Base: Institutional vs. Retail
InstitutionalOwnership
81%
Retail Ownership19%
InstitutionalOwnership
56%
RetailOwnership
44%
2014 Investor Base Current Investor Base
EnterpriseValue:~$67B
Enterprise Value:~$100B
6.2%
4.6%
REIT Average
The 2017 Tax Cuts and Jobs Act reduces taxes paid by top taxpayers on REIT dividends from 39.6% to 29.6%
Investor Base
Institutionalizing: Net lease REITs have historically attracted retail investors, primarily because of higher-than- average dividend yields. While net lease REITs continue to court retail investors, the space is also growing in popularity among institutional investors, who have significantly increased their ownership within the space from 56% to 81% in just four years.
Source: Green Street Advisors, SNL
Dividend Yield Comparison
Net Lease Average
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Overview
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Company Highlights
Four Springs Capital Trust is an internally managed real estate investment trust focused on acquiring, owning, and actively managing a portfolio of single-tenant, income-producing industrial, medical, retail, and office properties throughout the United States that are subject to long-term net leases.
• Established foundation of durable cash flow from high quality, diversified portfolio of net lease properties
• Creating value at the portfolio and asset level with differentiated investment and value-add strategies
• Strong leadership by management team with substantial net lease and public REIT experience
• Strategic relationship with Guggenheim Partnerso Investment validation from leading global asset management and investment advisory firmo Access to industry-leading credit platform for enhanced underwriting and deal flow
• Demonstrated acquisition track record with ability to utilize its robust pipeline for disciplined growth
• Investment grade credit rating from Egan-Jones Rating Company
• Positioned for future growth with fully built, scalable platform
• Defined exit strategy (IPO) with optionality (sale / merger)
Source: FSCT
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87Total Properties
100%Occupancy(1) (2)
11 yearsRemaining Term(2) (3)
41%Investment Grade(2) (4)
39Total Tenants
29Tenant Industries
11 yearsAvg. Building Age(2) (5)
High-Quality, Diversified Portfolio
Four Springs owns a high-quality real estate portfolio that is well diversified across property types and geographies.
1. Four Springs owns a vacant parcel located next to one of its leased properties to provide expansion possibilities for the existing tenant or additional alternative uses for a new tenant. All other properties are leased and occupied2. Weighted by ABR. 3. Excludes the company’s property in Lebanon, IN that is leased on a month-to-month basis. Though we consolidate this property in our financial statements in accordance with GAAP, we only own a 10% therein through a joint venture. On a pro
rata basis, this property contributes less than 1% of our pro rata share of rental revenue4. Tenant or lease guarantor has an investment grade credit rating from one or both of Moody’s Investors Services, Inc. and Standard & Poor’s Rating Services or has an obligation that has been so rated.5. Based on the later or year built or year of last renovation
Current Property Sector Diversification
29States
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Single-Tenant Net Lease REIT
Differentiated Investment Strategy
Differentiators Benefits
Real Estate Focused Approach
• Reduced risk of loss of rental income and greater chance of recovery uponre-let
• Greater residual value if tenant vacates
• Greater alternative uses
Multiple Property Types
• Enhanced diversification – more tenants and industries
• Similar tenants with stronger real estate fundamentals (e.g., CVS/Caremark)
$5-$25M Average Acquisition Size
• Less competition from larger institutional investors hunting for larger deals
• Avoid sub-$5M 1031 market
Long-Term NetLeases With Built-InRent Escalators
• Enhanced predictability and stability of cash flows
• Ability to scale without significant head count
• Hedge against inflation
Source: FSCT
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William Dioguardi | Chief Executive Officer and Chairman of Board of Trustees• Co-founder of Four Springs Capital Trust• 35+ years of corporate finance, real estate, and private equity experience
Skilled Management Team with Significant REIT ExperienceIn Good Hands: Four Springs' management team brings a wealth of experience across the finance and real estate industries. The team's experience spans all facets of REIT and commercial real estate management, including finance, capital markets, acquisitions, operations, and asset management.
Source: FSCT
Jared Morgan | Senior Vice President, Head of Acquisitions• 20+ years of real estate underwriting, acquisitions and dispositions experience• Former Vice President of Acquisitions at Spirit Realty Capital, Inc. (NYSE: SRC)
Coby Johnson | President, Chief Operating Officer and Member of Board of Trustees• Co-founder of Four Springs Capital Trus• 20+ years of corporate finance, real estate, and capital markets experience
John Warch | Chief Financial Officer and Treasurer• 30+ years of accounting and corporate finance experience• Former Senior Vice President and Chief Accounting Officer of CapLease, Inc. (previously NYSE: LSE)
Cynthia Daly | Vice President, Underwriting• 25+ years of commercial real estate lending and acquisitions and credit underwriting experience• Former Executive Vice President and member of Executive Committee and Board of Directors of Monmouth
Real Estate Investment Corporation (NYSE: MNR)
REIT ExperienceBackground
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Stephen Petersen | Independent Trustee•Managing Director at Seaward Management since October 2013• Previously Senior Vice President at Fidelity Investments for ~32 years• Director at the University of Wisconsin Foundation
An Independent Board of Investor-Focused Trustees
Source: FSCT
James Vaccaro | Independent Trustee• President and CEO of Manasquan Savings Bank since August 2012• Chairman, President and CEO of Central Jersey Bancorp from 2008 to 2011• Second Vice Chair of board of directors of the New Jersey Bankers Association
Greg Kranias | Trustee• Managing Director at Guggenheim Partners, a global investment and advisory firm since 2016• Former CIO of DNS Capital, a multi-billion dollar family investment office• Senior professional at TPG Capital, a global private equity firm, for 10 years
Spencer Segura | Trustee• Former Senior Managing Director of Spencer Trask Ventures• Director at Imthera Medical Inc. e equity firm, for 10 years
Peter Reinhart | Independent Trustee
• Director of the Kislak Real Estate Institute and Specialist Professor at Monmouth University• Previously had various senior management roles and board member at Hovnanian Enterprises, Inc. (NYSE: HOV) for 33 years• Vice Chair on the board of trustees of Hackensack Meridian Health Corporation
Michael Dana | Independent Trustee
• President and CEO of Onex Real Estate Partners, a division of Onex Corporation (TSX: ONEX)• Prior to forming Onex Real Estate Partners, was North American Head of Real Estate Investment Banking at Credit Suisse
First Boston• Member of the board of trustees and Co-Chair of the Baltimore Incentive Program of the University of Maryland
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Existing Portfolio Net Acquisitions
Four Springs External Growth
$36 $36 $57$124
$159$211
$21
$67
$35
$52$6
$111
$36$57
$124$159
$211 $217
$328$800 - $1,000 Avg.
Brokers Developers Advisors Owners/Operators
Undepreciated Book Value in Millions
Demonstrated Acquisition Track Record with Robust Pipeline
Deep Relationships: Four Springs has deep relationships with market participants across the spectrum of players in the space. Management leverages these relationships to execute off-market and "lightly" marketed deals at attractive pricing.
Sale-Leasebacks Likely to Increase Due to 2017 Tax Cuts and Jobs ActNet business interest is capped at 30% of adjusted taxable income (ATI), which approximates EBITDA before 2022 and EBIT after 2022Companies can fully deduct rental expense from taxable income, providing an advantage to leasing vs. debt financingThe corporate tax rate was reduced from 35% to 21%, lowering the effective tax companies pay when selling real estate
2012 2013 2014 2015 2016 2017 2018 Pipeline
$217
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Additional Capital Experienced Team CorporateInfrastructure Robust Acquisition Pipeline
Disciplined Growth &Value Creation
Fully Built, Scalable Platform – IPO Ready
High Quality Portfolio and Robust
Acquisition Pipeline
Strong Balance Sheet
Experienced Leadership
Operational Infrastructure Implemented and
Tested
Diversified• 87 Properties• 39 Tenants• 29 Industries• 29 States
Durable Cash Flow• $24.1 MM of Annualized
Base Rents• Investment Grade
– @ 41% of ABR• WALT – 11 Years• Only 9% Lease Expiration
Over Next 5 Years(Excluding M-T-M)
Robust Pipeline• $19 Billion Reviewed
in 2018 and $20 Billion in 2017
• Disciplined Acquisitions
Assets• $355 MM of Net
Lease Assets
Equity• $161MM Raised• Institutional
Investment ($60MM)
Debt• 44% LTV (Moderate)• $75MM Credit Facility
Management Team• Net Lease Real Estate• Public REITs• Capital Markets
Independent Board• 4 of 8 Independent• Diverse Experience• Real Estate• Financial Services• Investment Banking• Commercial Banking
18 Employees• Finance & Accounting• Acquisitions & Underwriting• Asset Management
5 Years Of AuditedFinancials (BDO)
Yardi Software
Capital MarketsRelationships• Selling Group Members• Investment Banks
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Our Portfolio
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Retail42.11%
Medical/Office31.48%
Medical/Office11.4%
Property Type Diversification
Management recycled capital out of retail and into industrial and medical as a macro real estate decision. This reduced exposure has proven to be advantageous given the sector headwinds.
Portfolio CompositionMixing It Up: The largest companies in the net lease space own diversified portfolios with a heavy tilt towards retail. The operational intensity associated with other REIT sectors has led to sector specialization and geographic focus. Given net lease real estate's relatively simple operational needs, the benefits of sector specialization carry less weight. However, managing exposure to less-desirable, more e-commerce-affected retail categories is more important than ever.
Source: Green Street Advisors, FSCT
Other11.8%
Retail51.4%
Industrial25.4%
Industrial26.41%
Net LeaseSector
Average
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3.8%
Consolidated Pro-Rata Share
4.9%
5.0%
5.4%
6.0%
6.3%
6.9%
9.3%
Top 5Industries,
43% RemainingPortfolio,
57%
Top 5Industries,
50%RemainingPortfolio,
50%
9.7%
0.5%
6.7%
0.6%
5.2%
8.4%
2.1%
7.3%
6.6%
6.4%
JV ownershipreduces Four
Springs' pro-ratashare of ABR for
these selecttenants
Top Industry Concentration by % of ABR (excluding M-T-M) Four Springs Top 10 Tenants by ABR (excluding M-T-M)
Tenant and Industry DiversificationMore Than Meets the Eye: Four Springs may appear to have a higher concentration of tenants in a handful ofindustries. However, industry definitions can be misleading. While most net lease REITs appear to be better diversifiedfrom an industry perspective, many of those top industries fall under the retail umbrella. Four Springs' focus on arange of defensive industries is a compelling investment strategy from a risk management standpoint.
Source: Green Street Advisors, FSCT
Net Lease Sector
Average 4.8%
4.4%
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87% 0%Category 2 Industries
• Retail goods facing headwinds, butnot viewed as obsolete real estate
• Includes sporting goods,home furnishings, etc.
13%
Industry SelectionIdiosyncratic Risk: Four Springs focuses on defensive industries. Despite attractive pricing, management has wisely avoided adding high-risk retail industries, such as office supply, electronics, and book stores, to its portfolio. Many of Four Springs' publicly traded peers have not been as disciplined.
Category 3 Industries• Retail industries that are viewed
entirely as at-risk to the threat of e- commerce
• Includes electronics, office supply, and book stores
Category 1 Industries• Service-oriented industries
including medical, office, and industrial products
• Includes service-oriented retail and discount retailers (e.g., dollar stores)
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Four Springs Portfolio Geographic Diversification (# of States)
29
45
Four Springs Net Lease Sector Average
Focused on strong real estate fundamentals above all
Geographic DiversificationBuilding Up: The major public net lease REITs have some of the most geographically diverse portfolios in the REIT industry. Four Springs boasts a sufficiently geographically diversified portfolio but is primarily focused on strong real estate, not being in as many markets as possible.
Source: Green Street Advisors, FSCT, Company Disclosure
Companieswith 10x to
100x as manyassets
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Our Differentiated Investment Strategy
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Four Springs Capital Trust Underwriting Process1
Disciplined Investment Approach & Rigorous Underwriting
Whittling Down: Four Springs' underwriting process is highly selective. From a pool of over $20 billion of potentialinvestments, management's deal screening and due diligence process narrows down to a limited selection of assetsthat the company bids on. The underwriting process is designed to identify and execute on a pipeline that resemblesthe existing portfolio.
1Dollar values represent underwriting activity since January 2017
Inclusion into Portfolio
Property Management Accounting
Ongoing Asset Review
1 2 3 4 5
v v
v v v
$19B1 $1.9B1 $125M1
Deal Screening Investment Committee Underwriting/Due Diligence/Closing
Preliminary Due Diligence Bid Process
• Preliminary Underwriting• Real
Estate/Tenant/Credit/Comps• Pricing
• LOI Submission• Site Tour• Seller Interview• Final Offer Submission
Meets Minimum Acquisition Criteria to Qualify:• Real Estate Attributes• Tenant Credit• Lease Structure and Term
• Committee Presentation• Assest and Portfolio
Considerations• Approve/Decline
• Thorough Analysis of Lease/Tenant/ Real Estate
• Site Inspection• Third-Party Reports• Contract/Lease Negotiation• Document Review• Closing
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Market and Asset SelectionFiltration: Four Springs' acquisition team screens every deal for long-term viability first. Many net lease investors will simply price the asset based on the lease term and tenant credit, making generalized assumptions about what happens at the end of the lease. Four Springs digs deeper, assessing the market and submarket's viability for re-tenanting, understanding alternative uses, and evaluating in-place vs. market rents to screen attractive investment opportunities.
Source: Green Street Advisors
Net LeaseSector
Average
Net LeaseSector
Average
SubmarketFundamentals
Market Rents
Market Pricing
In-Place Lease & TenantCredit
Analysis
• When underwriting a retail, industrial, medical, or office property, investorsneed to understand the supply & demand dynamics of the submarket.
• Most net lease investors undervalue these traits and focus nearly exclusivelyon tenant credit, which can result in challenges upon lease expiration.
• Evaluating in-place rent against current market rents is required as re-leasing considerations are critical inputs in the underwriting process.
• Some leases include amortized tenant improvement costs, resulting inartificially high rents that are not sustainable.
• Tenant credit is fungible between secondary and gateway markets.
• By thoroughly understanding submarket risks and opportunities, FourSprings has the opportunity to realize attractive risk-adjusted returns.
$169Avg. Price/SF
$11.48Avg. Rent/SF
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v
✓ High-quality, diversified portfolio with strong real estate fundamentals
✓ Stable and predictable cash flow
✓ Opportunity for organic and external growth
• Tenant quality:
o Creditworthy tenants
o National or regional presence
o Strong position in
industry/market
• Lease structure:
o NNN or NN leases
o Long-term (10+ years)
o Annual/periodic rent bumps
o No termination rights
Four Springs Investment StrategyReal Estate First: Above all else, Four Springs focuses on investing in high-quality real estate. Lease structure, tenant credit, and diversification are also important factors in evaluating net lease investments, and Four Springs incorporates these factors into its evaluation process. However, real estate quality and long-term attractiveness is a key consideration versus the Company's more unilaterally credit-focused peers.
v
• Location characteristics
• Supply and demand
• Rent/sf vs. market
• Price/sf vs. replacement cost
• Operational importance totenant ("mission critical")
• Expansion potential
• Freestanding locations
• ALTERNATIVE USE
Real Estate First Tenant Quality and Lease Structure Still Matter
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Transaction Value / Cap Rate: $15.6MM / 6.9%
Price / Rent Per Square Ft.: $127 PSF / $8.25 PSF
In-Place Rent vs. Market Market rent
Initial Lease Term: 10 years
Tenant: Caremark (a subsidiary of CVS)
CVS/Caremark's interior buildout investment exceedsthat of Four Springs
Advantage of Multi-Property Type Approach: Case Study
FSCT's CVS / Caremark Office Acquisition Typical CVS Retail Store Acquisition
Source: Green Street Advisors, Real Capital Analytics
The Road Less Traveled: Stand-alone drug stores backed by national tenant credit are some of the most highly prized investments in the net lease sector. However, in the event that a tenant does not renew, above-market rents are often a difficult issue to manage in the context of residual property value. Four Springs saw the opportunity to combine CVS credit with stronger real estate fundamentals.
Transaction Value / Cap Rate: $5MM - $8MM / 5.8% '17 avg. cap rate
Price / Rent Per Square Ft.: $400 - $600 PSF / $25 -$30 PSF
In-Place Rent vs. Market Above market
Initial Lease Term: 15 - 25 years
Tenant: CVS (Baa1 / BBB+)
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v
v
v
v
v
v• Assets generally owned by non-institutional
investors• Less sophisticated buyers• Cheaper assets due to lack of portfolio
premium• Information asymmetry between parties
<$5M
Dea
lSiz
eAs
setP
ricin
g
• Varying credit profiles, but often investmentgrade
• Smaller deal size attracts individual investors• Spans from primary to tertiary markets• Lease terms vary, but typically longer
5%-7% - Inflated Pricing
The Bottom End of the Marketis Crowded
• Involves some portfolio deals• Portfolio premium may or may not be present• Sweet spot for many REITs• Competitive landscape has narrowed
dramatically from $2M deals
$5-25M
• Credit quality will vary greatly• May have a master lease• More likely to include annual rent bumps• Normally a shorter lease-life (10-15 years)
6% - 8% The Fat Part of the Curve
The Top End of the Market isDominated by Few Large Institutions
Four Springs Occupies a Uniqueand Attractive Middle Segment
• Large institutions, REITs• Portfolio premiums make it difficult to identify
"market" cap rates• Generally M&A and entity level deals• Highly competitive despite small group of
bidders
$25M+
• Excellent tenant credit quality• Long-term lease (15+ years)• Relative strong submarket fundamentals• Typically a fully bondable net lease structure• Normally 5 year rent bumps
Sub 6% Pricing - The Top Assets
Investment Target
Competing: The net lease sector is highly competitive from an acquisitions perspective. The top end of the market, in terms of deal size and pricing, is occupied by large institutional players and large REITs that aggressively compete. The bottom end of the market is dominated by individual investors who are often less financially disciplined. Four Springs competes in the middle ground, taking advantage of a less competitive environment coupled with more attractive pricing.
Source: Green Street Advisors
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0.5% 0.8% 0.9% 0.9%
6.2%
10.2%
4.9%2.5%
0.9%
72.2%
2019 2020 2021 2022 2023 2024 2025 2026 2027 Thereafter
Pro Forma Lease Expiration Schedule (% of ABR) – Excluding M-T-M Tenant
% of Leases Expiring Through 2023
Net LeaseAvg.
21%FourSprings9%
FYE:
Limited Near-Term Expirations
Manageable Roll: Four Springs' portfolio expiration schedule is very defensive relative to its publicly traded REIT peer set. The relatively small portion of the portfolio that does roll in the near-to-intermediate-term is well-laddered, allowing for a manageable flow of re-leasing activity, if necessary.
Source: Green Street Advisors, Company Disclosure
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85%
45% 42% 39% 37% 37% 35%28%
20% 20% 17%
Monmouth Agree Vereit Lexington Realty Spirit Income
Gramercy Stag Industrial
National Retail
Store WP Carey Capital
N/A
EPR
Investment Grade Tenant Exposure (% of ABR)
Four Springs excludes subsidiaries of investment grade companies unless the parent is the guarantor.Definitions of investment grade tenants varies across the peer set.
Investment Grade Tenants | High-Quality Real Estate
41%
Investment Grade Credit Exposure
Two Birds, One Stone: Four Springs' primary focus is real estate, but management has been able to build a portfolio that also boasts a very high concentration of investment grade tenants. This blend of quality real estate and strong tenant credit should benefit from lower default risk, enhanced prospects for repeat business, higher after-market liquidity, and additional strategic flexibility going forward.
Source: Green Street Advisors, Company Disclosure
Four Springs
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Four Springs Differentiated Investment Strategy Summary
Diversified portfolio across property types, industries, tenants, and geographies
Blending investment grade and other creditworthy tenants for stable and predictable cash flow
Thoughtful approach to lease structure and term
Focused on real estate value and fundamentals above all
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Our Differentiated Value Creation Strategy
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Build-to-Suit Developer Financing
Portfolio Arbitrage &
Blend / ExtendSyndications
• Leverage strong balance sheetto finance developments
• Enhanced cash flow frompreferred returns
• DSTs and LLCs (1031exchanges and directinvestments)
• Value Drivers:acquisition fees,management fees,captive acquisitionopportunities, andpotential future REITshareholders throughUPREIT transactions
• Buy portfolios atwholesale pricing,benefit from retailvaluation
• Buy properties withshort-term leases, thenadd value by extendingthe in-place lease
• Acquire properties at better-than- market pricing or flip forprofit
• Increases visibility on acquisitionpipeline with forwardcommitments
Differentiated Shareholder Value Creation Strategy
Not Just an Aggregator: In addition to acquiring properties in a thoughtful and selective manner, Four Springs also creates value for shareholders through a number of additional strategies, including build-to-suit financing, portfolio arbitrage, blend-and-extend execution, and syndication fee streams.
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Value-Add Case Studies: Blend & Extend
Completed Blend & Extend - Lithonia, GA Pending Blend & Extend - Jefferson City, TN
Opportunity: Purchase medical asset at a 10% cap rate with 3 years remaining term
Recast Offer: 20% rent reduction and $75k TI package in exchange for new 15 year lease w/ 1.5% annual bumps
Results: Flipped property within 2 months for a profit
Purchase Price: $1.7M
Net Gain: > $300,000
Opportunity: Purchase industrial asset at an 11.75% cap rate with 3 years remaining term
Recast Offer: 10% rent reduction and $250k TI package in exchange for new 10- year lease
Results: In negotiations with tenant and close to verbal on terms
Purchase Price: $3.4M
Estimated Net Gain: > $800,000
Fix and Flip (or Hold): Four Springs is able to create meaningful value in some of its opportunistic investments through blend-and-extend leases. By buying assets with short lease terms at attractive pricing, management is able to be flexible with tenants on renewal terms, focusing on maximizing value embedded in the long-term renewal.
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Value-Add Case Study: Syndications ('14-'18)
Fees Today, Acquisitions Tomorrow: Four Springs manages an active syndications business, generating fee income that materially offsets G&A expenses on an annual basis. As the company continues to grow, these syndication assets represent a captive acquisition pipeline that can be rolled up into the REIT, potentially using OP units.
$61 Million of Equity Issued
Average Annual Acquisition Fees: $450K
Annual Management Fees: $30K
$100 Million Total Asset Value
11 Syndicated Offerings
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Value Creation Case Study: Off-Market Acquisitions
University of Iowa Medical Bldg. - Iowa City, IA Ochsner Clinic Foundation Bldg. - Baton Rouge, LA
Transaction Value / Cap Rate: $21.7MM / 6.6%
Square Footage: 61,067 SF
Age: New (constructed in '17)
Deal Source: Off-market (developer direct)
Initial Lease Term: 12 years
Tenant: Board of Regents, State of Iowa
Transaction Value / Cap Rate: $3.6MM / 7.3%
Square Footage: 11,075 SF
Age: New (fully renovated in '17)
Deal Source: Off-market (exclusive with broker)
Initial Lease Term: 15 years
Tenant: Oschsner Clinic Foundation
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OfferingHighlights & Exit Strategy
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Confidential Indicative Term Sheet$200,000,000 - $300,000,000 Series D Preferred SharesThe following is a summary indicative term sheet (“Term Sheet”) related to the contemplated financing by Four Springs CapitalTrust. The actual terms and conditions of any transaction may differ from this Term Sheet and will be described in legaldocumentation.
Issuer: Four Springs Capital Trust, a Maryland real estate investment trust (“FSCT” or the “Company”).
Investor(s): Selected accredited investors (each an “Investor” and collectively the “Investors”).
Securities: The Investor(s) will receive Series D Preferred Shares (“Shares” or “Securities”). The Shares will be offered in a private placement pursuant toRegulation D.
Amount: $200,000,000. The Company has the right to increase the offering by an additional $100,000,000 to $300,000,000 in the aggregate in its solediscretion. Minimum investment of $25,000.
Purchase Price;Net Asset Value; Dividend Rate:
The purchase price of each Series D Preferred Share will be $20.00 per share. Each Series D Preferred Share will accrue a dividend at a rate of$1.40 per share per annum (7% per annum), payable monthly, plus a dividend paid in kind (the “PIK Shares”) at a rate of $0.60 per share perannum (3% per annum). The Company will have the right to pay all or a portion of the PIK dividend in cash rather than PIK Shares.
Use ofProceeds:
The net proceeds from this financing will be used by the Company to acquire additional net leased properties, facilitate M&A activities, and forgeneral working capital purposes.
Seniority: The Series D Preferred Shares shall rank (i) junior to the Company’s Series E Preferred Shares, and (ii) senior to the Company’s Series A PreferredShares, Series B Preferred Shares, Series C Preferred Shares and common shares (the “Junior Shares”) with respect to payments upon liquidation,dividends and other distributions.
Conversion: The Series D Preferred Shares will be convertible into common shares (“Conversion Shares”) at any time at the option of the holder on a one-for-one basis (subject to adjustment for share splits, share dividends, etc.). Upon the occurrence of the following events, the Series D PreferredShares will automatically convert into common shares, without any further action of the holder: (i) upon a Qualified Listing Event (as defined in the Memorandum); or (ii) upon the election of holders of a majority of the then outstanding Series D Preferred Shares to convert into common shares.
Share Repurchases: The Series D Preferred Shares held by an Investor will be subject to quarterly repurchase at the election of such Investor, subject to certainlimitations. The Company will repurchase up to 5% of the outstanding Series D Preferred Shares in any year. The repurchase price will be apercentage of the purchase price by such Investor that increases the longer the shares are held by such Investor. (100% upon death or qualifyingdisability)
Voting Rights: Each Share entitles the holder to one vote on all matters submitted to a vote of shareholders – voting as a single class with the Series A, Series B,Series C and Series E Preferred Shares and common shares.
Valuation: The Company will value the Series D Preferred Shares on an annual basis.
Reporting Rights: The Company will provide the Investors with standard quarterly (within 60 days) and annual (within 90 days) reporting documents, including,without limitation, financial statements.
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Quality
TargetIncome
Dividend Coverage
ParticipatingPreferred
Liquidity
Transparency
High-quality underlying assets, senior investment structure, issuance price = NAV/share, and investment grade credit rating
7% cash dividend + 3% payment in kind dividend
Series D cash dividends paid from cash flow with priority over Series A, B, and C
Invest at today's price with 100% participation in future upside
Quarterly redemptions with declining redemption fees (death/disability - no fee)
Annual audited reports and quarterly unaudited reports
Offering Highlights
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Secured Debt
$20
$4 $6
$24
$17
$4
2019 2020 2021 2022 2023 2024 2025 2026 2027
44%Net Leverage
4.7%Wtd. Avg. Rate
4.8 yearsWtd. Avg. Maturity
Series E Preferred Shares
$40M
Series D Preferred Shares
$200-300M
Series A, B, and C Preferred Shares
$90M
Common Shares
Capital Structure Overview
Pro Forma Equity Capital Stack Debt Summary & Maturity Schedule ($M)
Source: FSCT
Prio
rity
of D
istri
butio
n $56
$13
2028
Growth Oriented: Four Springs' balance sheet is well structured for continued growth in the private market. Funding acquisitions with preferred stock provides downside protection for investors, and offers potential upside via multiple exit scenarios, including a public offering. The Company's debt maturities are well laddered, which mitigates the risks associated with financial leverage.
Alignment: Management owns common shares, which are fully subordinated to preferred shares –upon sale/liquidation, investors receive 100% of investment before management receives any distributions
$11
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Current Pricing
Overhead Burden
Liquidity
Shareholder Alignment
Investment Alternatives Comparison
Private REIT ≠ Non-Traded REIT: Four Springs is not a non-traded REIT. Corporate governance and capital allocation characteristics closely resemble public REIT peers. While liquidity, leverage profiles, and overhead burden of a small private REIT generally do not match those of public REITs, Four Springs offers many of the same benefits as its public peers, with pricing that is more attractive versus the premium valuations that must be paid in the public market.
Capital AllocationAcumen
Leverage
Publicly Traded REIT Private REIT Non-Traded REIT
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Four Springs Capital Trust Long-Term Plan
• Raise Capital in Public Markets (IPO)
• Obtain Corporate Credit Rating
• Become a Nationally Recognized Leader inSingle Tenant Net Lease Investments
• Grow Dividend + Share Price
Next 3 to 36 Months Long-Term
• Raise $100-$200 Million in Series D Preferred Offering
• Acquire $200-$400 Million of Net Leased Properties
• Grow Portfolio to $400 Million -$1Billion
• Become a Nationally Recognized Leader inSingle Tenant Net Lease Investments
• Grow Dividend + Share Price
Positioned for Future Growth
Scalable Platform: Four Springs Capital Trust has the ability to build scale quickly with its existing platform. The longer-term goal may be to raise capital in the public markets through an IPO. Until then, the company can create significant value for private investors as management continues to execute on its strategy and growth plan.
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Built to Execute
Differentiated Net Lease Approach with Attractive Growth Profile
Internal Management Aligned with Shareholder Interests
Experienced Management Team and Independent Board
Fully Built, Scalable Platform Built for Maximum Optionality
Robust Acquisitions Pipeline
Diversified Portfolio with Strong Real Estate Fundamentals
Growth Capital Structured With Downside Protection and Upside Participation
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How to Subscribe
If you wish to purchase shares after you have read the entire Confidential Private Placement Memorandum and the current supplement(s), if any, accompanying the Confidential Private Placement Memorandum (the “Memorandum”) to which this Appendix is attached, you must proceed as set forth in the section entitled “How to Subscribe” on page 178 in the Memorandum.
If you have any questions, please contact your representative, or Investor Services at Four Springs Capital Trust at 877-449-8828 or [email protected]
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Appendix A
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O $19.4 →
VER $13.8
WPC $10.8
NNN $8.9
EPR $7.5
SRC $7.3
GPT $6.9
STOR $6.8
SIR $4.2
LXP $4.1
GNL $2.6
Other $6.9
> $4 TrillionEstimated Size
Other Public REITs, 91%
~$100Billon
Public Net LeaseREITs, 9%
~$1 Trillion
Net Lease REIT Market
Large & Fragmented Sector: The net lease sector has made impressive strides in the public REIT market over the last decade, and now accounts for ~9% of the total REIT market cap. However, net lease remains a very fragmented sector with significant acquisition and consolidation opportunities, as publicly traded REITs own just 3% of all net lease properties.
Source: Bloomberg, NAREIT
Net Lease Real Estate Market Public REIT Market Public Net Lease REITs (~$100B)
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Retail Industrial Office
U.S. Single-Tenant Net Lease Investment Volume
$5b $8b $11b $14b $17b $19b$15b $15b$5b
$9b
$12b
$17b$17b
$22b
$17b $19b
$10b
$8b
$12b
$17b$19b
$22b
$23b$23b
$20b
$25b
$35b
$48b
$53b
2010 2011 2012 2013 2014 2015 2016 2017
$55b$57b
Net Lease Transaction Volume
Leveling-Off: The single-tenant net lease transaction market has remained robust in recent years, even as some gateway markets have seen significant declines. Investors continue to seek out steady, long-term cash flows that investments like net lease real estate can provide.
Source: Real Capital Analytics
$63b