Creation of a $3 Billion National Multi-family REIT - Investor Conference Call - August 10, 2015
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Creation of a $3 Billion National Multi-family REIT
Investor Conference Call - August 10, 2015
Disclaimer
This presentation contains forward looking statements that reflect current expectations of each of NPR and True North
about their future results, performance, prospects and opportunities, including with respect to the closing, costs and
benefits of the proposed transactions and other statements that are not historical facts.
Forward-looking statements are based on information available at the time they are made, underlying estimates and
assumptions made by management and management's good faith belief with respect to future events, performance and
results, and are subject to inherent risks and uncertainties surrounding future expectations generally, which could cause
actual results to differ materially from what is currently expected. Such risks and uncertainties include, but are not limited
to, risks associated with customary closing conditions not being met, required regulatory, court, and unitholder
approvals, investment in and development of real property, competition, financing and refinancing risks, changes in
economic conditions, changes in interest rates, changes in taxation rules, reliance on key personnel, environmental
matters, tenant risks, fluctuations in commodity prices and other risk factors more particularly described in NPR’s and
True Norths’ most recent Annual Information Forms available on SEDAR at www.sedar.com.
Readers are cautioned not to place undue importance on forward-looking information. NPR and True North disclaim any
intention or obligation to update or revise any forward-looking information, except as required under applicable securities
laws.
Certain measures contained in this presentation do not have any standardized meaning as prescribed by International
Financial Reporting Standards (“IFRS”) and, therefore, are considered non-GAAP measures. These measures are
provided to enhance the reader's overall understanding of financial conditions and to provide investors with an
alternative method for assessing operating results in a manner that is focused on the performance of operations and to
provide a more consistent basis for comparison between periods. These measures include widely accepted measures of
performance for Canadian real estate investment trusts; however, the measures are not defined by IFRS. In addition,
these measures are subject to the interpretation of definitions by the preparers of financial statements and may not be
applied consistently between real estate entities. Please refer to NPR’s and True North’s second quarter 2015
Management's Discussion & Analysis for definitions of non-GAAP measures and additional GAAP measures, including
NOI, FFO and debt to gross book value.
2
Proposed Transactions
Northview Apartment REIT: 3rd largest
NPR to acquire:
publicly-traded multi-family REIT in Canada
• True North units / Class B units at a fixed
24,323 multi-family suites across eight
exchange ratio of 0.3908
provinces and two territories
• An institutional portfolio of 4,650
multi-family suites for total consideration $1.2 billion1 pro forma market
of $535 million in cash, assumption of debt capitalization
and NPR units / Class B units
• Represents a capitalization rate of 5.5% $3.0 billion1 pro forma enterprise value
Proposed TSX symbol: NVU.UN
Pro Forma Ownership
9.8%
14.5% Former NPR Unitholders
Former True North Unitholders (excl. Daniel Drimmer)
14.9% 60.8%
Daniel Drimmer related entities (through units and Class B units)
Canadian Institutional Investor
(1) Based on an NPR.UN closing price of $23.03 on August 7, 2015
3
Benefits to All Unitholders
Creation of a national platform
Portfolio diversification
Enhanced access to capital and
greater unitholder liquidity
740-758 Kipps ON
Lane, London, ON
Continuity of strong internal 286 Chandler Drive, Kitchener,
management team
Strategic relationship with Starlight
Investments
Significant opportunities 500 Bartlett Drive, Labrador City, NL
for future growth
4
Benefits to True North Unitholders
$9.00 per True North unit, premium of
16.4% over August 7th, 2015 closing
price of $7.73
Increased financial stability
• Reduced leverage
• Significantly lower payout ratio
Graduation from small to mid-cap 444 Victoria Road North, Guelph, ON
• Enhanced access to capital
• Greater unitholder liquidity
Accelerates long-term goal of
achieving scale
Continuity of strong management
team
590 Columbia Boulevard West, Lethbridge, AB
Portfolio diversification
5
Northview’s National Platform Total Multi-
family
Residential
Units
24,323
YU
NT
NU Commercial
Sq. Ft.
1.2M
BC
AB NL
SK MB
ON QC
NPR
True North NB
NS
Institutional Portfolio
Multi-family Residential Units
BC NT AB SK NU ON QC NB NS NL
2,975 1,329 3,795 429 1,096 8,235 2,285 1,163 1,288 1,728
6
Operating Plan
• Management continuity of acquired portfolios
• Leslie Veiner to join strong management team as COO
• Transitional Services Agreement
• Starlight to provide services during integration of operating platform
• Continuity of asset and property management
• Annual fee of 12.5 bps on assets in ON, QC, NB & NS
during 3-year transition period
• Identify and cross-implement best practices
• Capital expenditures
• Regional property and asset management 160 Market Street, Hamilton, ON
• Revenue maximization through occupancy stabilization
• Leverage new scale to enhance profitability
• Pursue acquisitions and developments
• On and off-market properties
• Starlight pipeline opportunities 33331 Old Yale Road, Abbotsford, BC
7
Financial Impact
Enterprise Value1 $3.0 billion
Market Capitalization1 $1.2 billion
Expected FFO per Unit2 $2.38 – $2.43
Expected FFO Payout Ratio ~70%
Distributions per Unit $1.63
Debt to Gross Book Value3 59%
1 Chapel Street, Nanaimo, BC
(1) Based on an NPR.UN closing price of $23.03 on August 7, 2015
(2) FFO per unit is consistent with management’s 2015 expectations for NPR
(3) Includes True North 5.75% Extendible Convertible Unsecured Subordinated Debentures
8
Northview Distribution Policy
NPR Historical Distributions & FFO Payout Ratio
$1.63
$1.58
$1.53 $1.53 $1.53
$1.48 $1.48 $1.48
$1.38
$1.31
$1.25
$1.18
$1.15
90.9%
80.3% 77.7% 81.3% 79.5% 77.2%
69.8% 67.3% 70.0% 65.3% 68.1% 69.3% 67.1%
1
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
Annual Distribution FFO Payout Ratio
57% tax deferral on 2014 NPR Conservative distribution Track record of sustainable
distributions policy and growing distributions
(1) Excludes special distribution of $0.56 per unit
9
Expected Timelines
• Record date September 10, 2015
• Mailing of Management Information Circulars September 14, 2015
• NPR & True North proxy cut-off date October 9, 2015
• Unitholder meetings and vote October 14, 2015
• Closings Late October, 2015
• Requires 50.1% approval • Requires meeting two thresholds:
•66 2/3% approval
•Majority of minority
(excluding Daniel Drimmer)
10Creating a Diversified National REIT
with the Benefits of Scale
Northview
Apartment REIT
Creation of national platform
Portfolio diversification
Enhanced access to capital and greater unitholder liquidity
Continuity of strong internal management team
Financial strength and stability
Competitive cost of capital
Significant opportunities for future acquisitions and developments
11Contact Information
Northern Property REIT True North Apartment REIT
Todd Cook Leslie Veiner
President & Chief Executive Officer President & Chief Executive Officer
(403) 531-3610 (647) 725-0433
tcook@npreit.com lveiner@truenorthreit.com
Robert Palmer Martin Liddell
Chief Financial Officer Chief Financial Officer
(403) 531-3545 (647) 729-2588
rpalmer@npreit.com mliddell@truenorthreit.com
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