Worked Examples. The figures and calculations included in this Appendix A are for illustrative purposes only and are based on a hypothetical portfolio of properties. The goal of the examples below is to help investors better understand how the Equity Value formula operates and may be impacted by different types of possible changes in the assets comprising the REIT’s portfolio or the debt relating to the Target Assets prior to Closing. Accordingly, the examples have been highly simplified, using numbers that facilitate easy math. The hypotheticals below assume that: • The Target Assets that will be acquired by the REIT in the Formation Transactions consist of five industrial centers, one of which is owned by each of the five Xxxxxxx Funds. • Each of the Target Assets in this hypothetical portfolio will be wholly owned, directly or indirectly, by the REIT at the Closing. • Each Target Asset is subject to a $25 property-level mortgage, but no fund-level Entity Specific Debt. • Each Target Asset was determined by a third-party valuator to have a relative equity value equal to 20% of the entire portfolio. In addition, the “Base Case” hypothetical below assumes that the initial Total Formation Transaction Value, or “TFTV,” for this entire portfolio of properties as of December 31, 2012 was $500. The subsequent hypothetical examples demonstrate how circumstances after December 31, 2012 but prior to the Closing, or that otherwise were not reflected in the Fairness Opinion, may impact Total Formation Transaction Value (TFTV), and how those changes affect the equity value allocable to each of the five Target Assets. The following summarizes the “Base Case” portfolio for purposes of the hypotheticals below: RIF I Industrial Center 20% Company A (100%) RIF II Industrial Center 20% Company B (100%) RIF III Industrial Center 20% Company C (100%) RIF IV Industrial Center 20% Company D (100%) RIF V Industrial Center 20% Company E (100%) Total 100%
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Samples: Contribution Agreement (Rexford Industrial Realty, Inc.), Merger Agreement (Rexford Industrial Realty, Inc.), Contribution Agreement (Rexford Industrial Realty, Inc.)
Worked Examples. The figures and calculations included in this Appendix A are for illustrative purposes only and are based on a hypothetical portfolio of properties. The goal of the examples below is to help investors better understand how the Equity Value formula operates and may be impacted by different types of possible changes in the assets comprising the REIT’s portfolio or the debt relating to the Target Assets prior to Closing. Accordingly, the examples have been highly simplified, using numbers that facilitate easy math. The hypotheticals below assume that: • The Target Assets that will be acquired by the REIT in the Formation Transactions consist of five industrial centers, one of which is owned by each of the five Xxxxxxx Funds. • Each of the Target Assets in this hypothetical portfolio will be wholly owned, directly or indirectly, by the REIT at the Closing. • Each Target Asset is subject to a $25 property-level mortgage, but no fund-level Entity Specific Debt. • Each Target Asset was determined by a third-party valuator to have a relative equity value equal to 20% of the entire portfolio. In addition, the “Base Case” hypothetical below assumes that the initial Total Formation Transaction Value, or “TFTV,” for this entire portfolio of properties as of December 31, 2012 was $500. The subsequent hypothetical examples demonstrate how circumstances after December 31, 2012 but prior to the Closing, or that otherwise were not reflected in the Fairness Opinion, may impact Total Formation Transaction Value (TFTV), and how those changes affect the equity value allocable to each of the five Target Assets. The following summarizes the “Base Case” portfolio for purposes of the hypotheticals below: RIF I Industrial Center 20% Company A (100%) RIF II Industrial Center 20% Company B (100%) RIF III Industrial Center 20% Company C (100%) RIF IV Industrial Center 20% Company D (100%) RIF V Industrial Center 20% Company E (100%) Total 100%% Applying the Equity Value formula to the “Base Case” summarized above, and assuming that (i) there is no Entity Specific Debt (see Example 3 for a discussion of Entity Specific Debt) and (ii) the mortgage debt on each of the five properties does not change between December 31 and Closing and that there are no assumption or prepayment fees associated with assuming or prepaying those mortgages at the Closing, the Equity Value of each of the five properties is as set forth below: Total Equity Value 500
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Worked Examples. The figures and calculations included in this Appendix A are for illustrative purposes only and are based on a hypothetical portfolio of properties. The goal of the examples below is to help investors better understand how the Equity Value formula operates and may be impacted by different types of possible changes in the assets comprising the REIT’s portfolio or the debt relating to the Target Assets prior to Closing. Accordingly, the examples have been highly simplified, using numbers that facilitate easy math. The hypotheticals below assume that: • The Target Assets that will be acquired by the REIT in the Formation Transactions consist of five industrial centers, one of which is owned by each of the five Xxxxxxx Funds. • Each of the Target Assets in this hypothetical portfolio will be wholly owned, directly or indirectly, by the REIT at the Closing. • Each Target Asset is subject to a $25 property-level mortgage, but no fund-level Entity Specific Debt. • Each Target Asset was determined by a third-party valuator to have a relative equity value equal to 20% of the entire portfolio. In addition, the “Base Case” hypothetical below assumes that the initial Total Formation Transaction Value, or “TFTV,” for this entire portfolio of properties as of December 31, 2012 was $500. The subsequent hypothetical examples demonstrate how circumstances after December 31, 2012 but prior to the Closing, or that otherwise were not reflected in the Fairness Opinion, may impact Total Formation Transaction Value (TFTV), and how those changes affect the equity value allocable to each of the five Target Assets. The following summarizes the “Base Case” portfolio for purposes of the hypotheticals below: RIF I Industrial Center 20% Company A (100%) RIF II Industrial Center 20% Company B (100%) RIF III Industrial Center 20% Company C (100%) RIF IV Industrial Center 20% Company D (100%) RIF V Industrial Center 20% Company E (100%) Total 100%% Table of Contents Applying the Equity Value formula to the “Base Case” summarized above, and assuming that (i) there is no Entity Specific Debt (see Example 3 for a discussion of Entity Specific Debt) and (ii) the mortgage debt on each of the five properties does not change between December 31 and Closing and that there are no assumption or prepayment fees associated with assuming or prepaying those mortgages at the Closing, the Equity Value of each of the five properties is as set forth below: Total Equity Value 500
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Samples: Contribution Agreement (Rexford Industrial Realty, Inc.)