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®
Colors for Charts and Graphs
R G B
Slate Blue (Office, NE) 82 118 151
Dark Green (Apt., Pac) 113 157 102
Gold (Indust., Mideast) 201 159 35
Orange (Retail, Southwest) 201 101 59
Navy (Hotel, Mountain) 0 35 71
Dark Grey (Land, EN Central) 125 125 125
Light Purple(Storage, Southeast) 149 110 142
Burgandy (Mixed Use, Midwest) 95 10 40
Light Blue (WN Central) 180 198 214
Dark Purple 85 61 80
JUNE 2016
2
DISCLAIMER
This presentation is strictly confidential and is being furnished to you solely for your information. It may not be reproduced or redistributed to any other person, and it may not be published, in whole or in part, for any purpose. By receiving this presentation, you become bound by the above referred confidentiality obligation. Failure to comply with such confidentiality obligation may result in civil, administrative or criminal liabilities. The distribution of this presentation in other jurisdictions may also be restricted by law and persons into whose possession this presentation comes should inform themselves about and observe any such restrictions.
The material that follows presents general background information about Terrafina (“Terrafina” or the “Company”) as of the date of the presentation. This information consists of publicly available information concerning the Company and the industries in which it participates. It is information in summary form and does not purport to be complete. It is not intended to be relied upon as advice to potential investors and does not form the basis for an informed investment decision. If the Company should at any time commence an offering of securities, any decision to invest in such offer to subscribe for or acquire securities of the Company must be based wholly on the information contained in the offering circular to be issued by the Company in connection with any such offer and not on the contents hereof.
This presentation does not constitute or form part of any offer for sale or solicitation of any offer to buy any securities in the United States or elsewhere nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment to purchase shares. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Act”). This presentation is being made only to investors that, by means of their attendance at this presentation, represent that they are “Qualified Institutional Buyers” as that term is defined in the Act. Terrafina has not and does not intend to register any securities under the Act or offer any securities to the public in the United States. Any decision to purchase shares in any offering should be made solely on the basis of the information to be contained in the Mexican prospectus to be registered with the Comisión Nacional Bancaria y de Valores or any offering circular to be published in due course in relation to any such offering. No reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness. All information in this presentation is subject to verification, correction, completion and change without notice. No representation or warranty, express or implied, is given or will be given as to the accuracy, completeness or fairness of the information or opinions contained in this document and any reliance you place on them will be at your sole risk. In addition, no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, any global coordinator, bookrunner, manager or any other person in relation to such information or opinions or any other matter in connection with this document or its contents or otherwise arising in connection therewith.
This presentation includes forward-looking statements. All statements other than statements of historical fact included in this presentation, including, without limitation, those regarding our prospective resources, contingent resources, financial position, business strategy, management plans and objectives, future operations and synergies are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual resources, reserves, results, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. These forward-looking statements are based on numerous assumptions regarding our present and future business operations and strategies and the environment in which we expect to operate in the future. Forward-looking statements speak only as of the date of this presentation and we expressly disclaim any obligation or undertaking to release any update of or revisions to any forward-looking statements in this presentation, any change in our expectations or any change in events, conditions or circumstances on which these forward-looking statements are based.
By attending this presentation or by accepting to view any of the materials presented, you agree to be bound by the foregoing limitations.
CONTENTS
● Performance Update / Investment Highlights
● Growth Strategy
● Financial Overview
● Appendix
3
KEY INVESTMENT HIGHLIGHTS
High Quality, Geographically Diversified Industrial Portfolio of Significant Scale
Resilient Business Model with Consistent Performance Through the Cycle
Diversified Tenant Base Comprised Primarily of Large Multinational Companies
Industrial Segment Outperforming Overall Mexican Economy
Conservative Financial Strategy with Low Leverage and Ample Liquidity
World-Class Corporate Governance and Strong Sponsorship from PGIM Real Estate
USD-Denominated Rents, Supported by Underlying Revenues of Export-Driven Tenants
4
Source: PGIM Real Estate—Asset Management, Company filings. (1) Share price as of 03/04/2016. (2) As of 1Q16, based on leased GLA. Cities in North: Ramos Arizpe, Saltillo, Monterrey, Casas Grandes, Hermosillo, Durango, Chihuahua, Delicias, Torreon, G. Palacio, Monclova, Tijuana, Cd. Juarez, Cd. Acuña, San Pedro de las Colonias, Gomez Farias, Camargo, Reynosa; Cities in Bajio: Queretaro, Celaya, Silao, Guadalajara, Aguascalientes, San Luis Potosi; Cities in Central: Azcapotzalco, Atitalaquia, Huehuetoca, Toluca, Cuautitlan Izcalli (Mexico City Metro), Puebla, Villahermosa.
o Owner of high-quality industrial portfolio in Mexico, with market capitalization of ~US$1.0 billion(1) and enterprise value of ~US$1.5 billion(1)
– 220 developed properties encompassing ~30.1 million square feet (“sqf”) of gross leasable area (“GLA”) plus ~6.4 million sqf of buildable GLA
– Geographically balanced by region – Diversified tenancy with ~70% manufacturing and ~30% distribution
and logistics – 97% of leases are US$ denominated stemming from our export-
focused tenant base – 98% of leases structured as triple-net, the most secure in the Real
Estate industry – Ability to provide existing tenants with GLA growth through ownership
of land for expansion
Terrafina Overview % GLA by State(2)
COMPANY OVERVIEW
o Manufacturing facilities represent 70% of GLA
– Higher switching costs and longer lease terms, leading to higher renewal rates
– High exposure to manufacturing for exports: high-quality multinational tenants located in growing markets
o Operating performance benefits from a growing U.S. economy
– Less vulnerable to Mexican economy and emerging markets volatility
– Leases contain contractual and annual rental rate increases, predominantly pegged to U.S. Consumer Price Index
Portfolio Linked to U.S. Economy
Chihuahua 31.9%
Coahuila 11.4%
Sonora 0.9%
Tamaulipas 1.1%
Nuevo León 3.9%
Jalisco 4.3%
Baja California
3.8%
Puebla 0.6%
Estado de México 17.5%
Tabasco 2.2%
Durango 1.5%
San Luis Potosí 9.1%
Guanajuato 2.6%
Querétaro 6.6%
Aguascalientes 2.5%
Distrito Federal 0.1%
North 54.6%
Central 20.3%
Bajio 25.1%
Terrafina’s geographic distribution closely resembles that of the Mexican Industrial Real Estate market
5
Terrafina at a Glance
6
Terrafina’s Top 10 Cities by GLA1 (mm sqf)
Top Competitors’ GLA by Region2
Source: Company filings and Jones Lang LaSalle Mexico 4Q15 Industrial Report. (1) Based on leased GLA reflecting 93.3% occupancy over the total portfolio GLA of 30.1mm sqf as of March 31, 2016. (2) Mexico market as of 4Q15. Peer GLA by region as of 1Q16 and as reported . Includes all property classes.
Mexico Market Characteristics
North
o Manufacturing focus (Electronic Component Manufacturer, Aerospace, Automotive)
o Targeted location for exports to US o Potential Build-to-Suit development
opportunities
Bajio
o Mix of manufacturing and logistics facilities o Higher concentration of automotive
manufacturing for export o Strong growth from new assembly plants
Central
o Predominantly logistics facilities; focus on consumer goods
o High barrier / high occupancy market o Land scarcity driving highest industrial rate
Portfolio Distribution by Facility Type
Terrafina’s portfolio is strategically diversified by geography, property type and industry to take advantage of current macro trends
HIGH QUALITY, GEOGRAPHICALLY DIVERSIFIED INDUSTRIAL PORTFOLIO
5.04.14.1
2.82.01.9
1.31.1
0.90.8
Ciudad Juarez
Chihuahua
Cuautitlan Izcalli
San Luis Potosi
Queretaro
Ramos Arizpe
Guadalajara
Tijuana
Toluca
Aguascalientes
70% Manufacturing
30% Distribution
Terrafina’s geographic footprint best represents the Mexican industrial real estate market
19% 21% 35% 18% 31%
24% 25% 17%
11%
51% 57% 55% 48%
71%
18%
4.5%
2.5% 2.5% 2.3% 2.2% 2.0% 1.8% 1.7% 1.6% 1.5%
DIVERSIFIED AND STRONG TENANT BASE
Source: Company filings, Terrafina and PGIM Real Estate.
Tenant base comprised primarily of large creditworthy multinational companies
Limited Exposure to Tenant Risk Tenant Base (% of GLA)
Top 10 Tenants (% of GLA)
o Diversified tenant base and lease size reduces single-tenant vacancy risk
o Portfolio has 234 leases with 217 tenants
o No single tenant represents more than 4.5% of annualized base rent (“ABR”) or GLA
o Top ten tenants account for ~23% of total ABR
o 29% of properties contain multiple tenants or are set up as multi-tenant facilities
o Industry and geographic diversification limits regional and sector-specific risk
o Diverse tenant base spread across 7 different industries
7
Industry Logistics & Trade
Consumer Goods Electronics
Non-Durable Consumer
Goods
Non-Durable Consumer
Goods Aerospace Industrial Goods Industrial Goods Consumer
Goods Automotive
Years in Portfolio 9.2 6.5 11.9 6.0 10.3 17.4 8.1 13.3 10.9 6.8
Kuehne + Nagel La-Z-Boy Flextronics Chedraui Omnilife Labinal Lear Cummins Toro Gabriel
USD-DENOMINATED, STABLE CASH FLOWS SUPPORTED BY HIGH MARGINS
Source: Company filings. Past performance is not a guarantee or reliable indicator of future results. (1) Reflects annualized base rent.
Lease Expiration Schedule as of 1Q16 (% ABR)(1)
o Stable rollover with high historical renewal rate o 70% of GLA for manufacturing facilities, which typically have high
switching costs and longer lease terms, leading to higher renewal rates
o All leases currently contain contractual and annual rental rate increases pegged to U.S. or Mexican inflation
o 97% of leases are US$ denominated stemming from our export-focused tenant base
o 98% of leases structured as triple-net o Limited CAPEX requirements due to relatively new properties:
~70% of properties in portfolio are less than 15 years old, resulting in an average portfolio age of 12.6 years
Increasing Occupancy Combined with Rental Rate Growth
Consistent High Margins
Highlights
88.7% 88.2% 87.9% 86.4% 88.4%
91.1% 90.1% 86.1%
91.2% 91.5% 91.1% 87.0%
68.1% 72.2%
79.6% 76.2%
78.2% 80.9%
77.8% 76.8%
81.8% 80.8% 79.9% 78.2%
60%
70%
80%
90%
100%
2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16
NOI Margin EBITDA Margin
8.9% 13.4% 13.1%
19.9% 20.0% 24.8%
0%
10%
20%
30%
40%
50%
2016 2017 2018 2019 2020 Thereafter
3.7 years weighted average remaining lease term
8
$4.62 $4.77 $4.76 $4.74 $4.78 $4.78 $4.74 $4.87 $4.89 $4.90 $4.88 $4.89
85.7% 88.6%
89.7% 90.6% 91.1% 91.4% 91.2%
93.7% 93.1% 93.5% 93.2% 93.3%
80.0%
84.0%
88.0%
92.0%
96.0%
100.0%
$0.00
$1.00
$2.00
$3.00
$4.00
$5.00
$6.00
2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16
Average Rental Rate ($USD / sqf) Occupancy
CONTENTS
● Performance Update / Investment Highlights
● Growth Strategy
● Financial Overview
● Appendix
9
Organic Growth Acquisitions
Expansions, BTS, Developments
Capital
Recycling
Disciplined, Value-Add Investment Approach
o Seek stabilized portfolios with strong cash flow characteristics
– Target markets with existing presence and management infrastructure
– Strong tenant base
o Leverage PGIM Real Estate broad network to access investment opportunities
– Bought a 10-property portfolio, USD-denominated leases and multinational tenants for US$59.4
– Targeting a robust pipeline of stabilized acquisitions over the next 12 months
Selectively Leverage Development Expertise
o Focus on the expansion of existing properties where current tenants require additional capacity
o Primarily focused on Build-to-Suit (BTS) opportunities that mitigate leasing risk
o Selectively access land reserves for future development following the scrutiny of a thorough underwriting process
o In-process development projects at any given time not to exceed 3%-5% of existing GLA
Proactive Divestiture of Non-Core Assets
o Enhance portfolio quality through sale of lower quality, non-strategic assets
o Improve Company’s operating metrics, leverage profile and financial position
o Alternate liquidity source for core strategic projects
– Successful disposal of US$101 million portfolio
in 1Q15
High-Quality, Pure-Play Industrial Portfolio
o Sustain industry leading margins and drive profitability through hands-on asset management
o Capitalize on local property management expertise and existing sub-market relationships
o Maintain stabilized occupancy around 94%
o Maintain superior tenant retention
– 84.3% historical average retention since IPO
– 89.6% retention average over LTM
o Benefit from contractual rate escalation tied fixed increases and to U.S. inflation
Source: Company filings
GROWTH STRATEGY
12
CONTENTS
● Performance Update / Investment Highlights
● Growth Strategy
● Financial Overview
● Appendix
11
STRONG RESULTS SINCE IPO
Source: Company filings. Past performance is not a guarantee or reliable indicator of future results. (1) 2013 results exclude the period from January 1 to March 20, 2013. (2) 2015 results exclude portfolio sold in 1Q15 (3) 4Q15 FFO decreases as a result of higher interest expenses from bond issuance concluded in November 2015.
AFFO and AFFO Margin — (US$ mm)
EBITDA and EBITDA Margin – (US$ mm)
FFO and FFO Margin – (US$ mm)
NOI and NOI Margin – (US$ mm)
$69.9
$126.3 $123.6
$17.7 $18.9 $30.9 $30.5 $31.2 $32.6 $32.1 $31.9 $30.3 $30.6 $30.8 $31.8
87.6% 89.0% 89.9% 88.7% 88.2% 87.9% 86.4% 88.4% 91.1% 90.1% 86.1%
91.2% 91.5% 91.1% 87.0%
2013 2014 2015 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 1
$59.2
$111.2 $109.7
$13.6 $15.5 $28.0 $26.9 $27.6 $28.9 $27.7 $28.5 $27.2 $27.0 $27.0 $28.5
77.1% 78.4% 79.8%
68.1% 72.2%
79.6% 76.2% 78.2% 80.9% 77.8% 76.8%
81.8% 80.8% 79.9% 78.2%
2013 2014 2015 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 1
$42.8
$79.8 $84.0
$11.1 $12.3 $17.7 $17.7 $19.7 $20.8 $21.6 $21.4 $21.7 $21.4 $19.5 $19.6
53.0% 56.2%
61.1% 55.8% 57.6%
50.4% 50.1% 55.8% 58.3% 60.7%
57.9%
65.2% 64.0% 57.7%
53.8%
2013 2014 2015 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 1
$32.6
$69.3 $73.5
$7.7 $9.2 $14.3 $15.1 $16.9 $18.6 $18.6 $19.9 $19.6 $17.5 $16.5 $16.6
43.6% 48.5%
53.1%
37.9% 41.1% 40.3% 42.5%
47.6% 51.8% 51.9% 53.3%
58.6%
52.0% 48.4%
45.1%
2013 2014 2015 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16
12
2 2
2 1 2 3
13
PORTFOLIO HIGHLIGHTS
30.7mm sq. ft.
Past performance is not a guarantee or reliable indicator of future results. (1). Includes expansions, BTS and Spec to Suits. Source: Terrafina.
HighlightsbyRegion (asofMarch31,2016) North Bajio Central Total#Buildings 133 47 29 209#Tenants 134 46 37 217GLA(msf) 16.4 7.5 6.1 30.1NewDevelopments1(msf) 0.1 0.2 0.0 0.2LandReserves(msf) 3.0 0.1 3.3 6.4OccupancyRate 95.4% 86.8% 95.4% 93.3%
AverageLeasingRent/SquareFoot(dollars) 4.77 4.92 5.18 4.89
AnnualizedRentalBase% 54.5% 23.5% 22.0% 100.0%
QuarterlyFinancial 1Q15 4Q15 1Q161Q16vs.
4Q15
1Q16vs.1Q15
1Q15 4Q15 1Q161Q16vs.
4Q15
1Q16vs.
1Q15
fx 14.9314 16.7515 18.0667
(millionsofpesosunlessotherwisestated) (millionsofdollarsunlessotherwisestated)
RentalRevenues 499 527.5 589.0 11.7% 18.0% 33.4 31.5 32.6 3.5% -2.5%OtherOperaRngIncome 70.3 43.5 75.0 72.5% 6.8% 4.7 2.6 4.2 59.8% -12.2%NetRevenues 553.7 575.6 675.0 17.3% 21.9% 37.1 34.4 37.4 8.6% 0.6%NetOperaRngIncome(NOI) 476.3 516 573.9 11.2% 20.5% 31.9 30.8 31.8 3.1% -0.5%NOIMargin 86.1% 90.1% 87.0% -307bps 89bps 86.1% 91.1% 87.0% -407bps 89bpsEBITDA 424.1 451.9 516.1 14.2% 21.7% 28.5 27 28.5 5.6% 0.2%EBITDAMargin 76.8% 77.8% 78.2% 36bps 134bps 76.8% 79.9% 78.2% -174bps 134bpsFundsfromOperaRons(FFO) 319.6 326.3 355.7 9.0% 11.3% 21.4 19.5 19.6 0.7% -8.5%FFOMargin 57.9% 60.7% 53.8% -688bps -409bps 57.9% 57.7% 53.8% -388bps -409bpsAdjustedFundsfromOperaRons(AFFO) 296.3 275.7 300.8 9.1% 1.5% 19.9 16.5 16.6 0.5% -16.6%AFFOMargin 53.3% 51.9% 45.1% -679bps -819bps 53.3% 48.4% 45.1% -329bps -819bpsDistribuRons 296.3 275.7 300.8 9.1% 1.5% 19.9 16.5 16.6 0.5% -16.6%DistribuRonsperCBFI 0.4880 0.4541 0.4951 9.0% 1.4% 0.0327 0.0271 0.0273 0.7% -16.7%
14
OUTSTANDING DEBT
(1) Syndicated loan facility with seven banks. (2) Syndicated loan facility with four banks. (3) Interest only grace period until September 2016. (4) Debt assumed from portfolio acquisition closed in November 2015. (5) Reflects annualized EBITDA figures. (6) Defined as Total Debt / Total Assets. Total Debt at Fair Value. Source: PGIM Real Estate – Capital Markets
• DebtfaciliBesdiligentlystructuredtomaximizedistribuBonstoshareholders• Creditloansaresetatvariableinterestrates;averagecostofdebt4.98%
• USDdenominateddebtis100%hedgedwithinterestratecapsandfixedrateopBons
• Accesstocheaperfinancialcost;USDdenominatedfinancingischeaperthaninMXP
• 61.3%fixedrateand38.7%variable
(asofDecember31,2015)
Currency Millionsofdollars
InterestRate Terms Maturity Extension
OpBon
LongTermDebt
CiRbank1Dollars 0.0 Libor+
2.40%InterestOnly Aug2018 Aug2019
GEREM2,3 Dollars 273.2 Libor+3.75%
Interest+Principal Sep2018 Sep2020
Metlife4 Dollars 22.3 5.09% Interest+Principal Nov2016 -
SeniorNotes Dollars 410.0 5.3% InterestOnly Nov2022 -
TotalDebt 705.5 NetCash 256.0 NetDebt 449.5
4.3x
15.0x
8.2x 8.5x 8.1x 7.5x 6.7x
6.0x 6.0x 6.1x 6.5x 6.2x
2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16
Debt / EBITDA(5)
22.2%
51.7% 51.7% 52.1% 50.6%
40.0% 37.0% 34.9% 34.8% 34.6% 36.1% 35.9%
2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16
LTV(6)
KEY INVESTMENT HIGHLIGHTS
High Quality, Geographically Diversified Industrial Portfolio of Significant Scale
Resilient Business Model with Consistent Performance Through the Cycle
Diversified Tenant Base Comprised Primarily of Large Multinational Companies
Industrial Segment Outperforming Overall Mexican Economy
Conservative Financial Strategy with Low Leverage and Ample Liquidity
World-Class Corporate Governance and Strong Sponsorship from PGIM Real Estate
USD-Denominated Rents, Supported by Underlying Revenues of Export-Driven Tenants
15
CONTENTS
● Performance Update / Investment Highlights
● Growth Strategy
● Financial Overview
● Appendix
16
COMPANY OVERVIEW
Company History
2012 2003
Initial GLA: 1.2 Million sqf
2008 o PGIM completes Funds’ I & II
deployment to generate 19.8 million square feet of industrial GLA
2013 o PGIM stabilizes & rolls-up Ind.
Funds I & II and completes IPO for US$713 million
o Reached occupancy of 89.7%(1)
2012 2013
Terrafina IPO GLA: 19.8 Million sqf
2013 o AI/Kimco acquisition for
US$605 million o 84 properties/11 million sqf o In-place occupancy
of 92.3%
2012 2014
2014 o Completed US$460 million follow-on offering in September o Reached occupancy of 91.2%(1)
4Q14 GLA: 31.0 Million sqf
2005 o PGIM raises Industrial Fund II for
US$115 million and increases its committed capital to US$280 million
2003 o PGIM closes Industrial Fund
I raising US$73 million o First BTS project for Mattel
2006 o 1.9 million sqf portfolio
acquisition o In-place occupancy
of 82.3% o Key tenant: GE
2012 2006
2015 o Successfully concluded a
US$101 million asset recycling strategy
o Closed a US$59 million acquisition of 10 industrial properties
o Signed US$375 million unsecured revolver facility
o Achieved Investment Grade credit ratings from Moody’s and Fitch
o Debut in the international capital markets with a 7-year unsecured bond issue of US$425 million
Source: Company filings. (1) Not including signed Letters of Intent.
2005 o Acquisition
of OCPL (5.5 million sqf of developable land)
o Cambridge acquisition
2012 2015
22
Average Industrial Annualized Rent (US$/sqf)
INDUSTRY OVERVIEW
Industrial Real Estate in Mexico
Industrial Real Estate Inventory (mm sqf) Industrial Market Absorption (mm sqf)
Industrial Occupancy Rate
Source: Jones Lang LaSalle Industrial Real Estate Report 4Q15.
CAGR ‘08–’15 : 4.1%
4.69
4.30
4.48
4.45
95.6%
97.0%
94.4%
93.0%
6.0%
Vacancy Rate
6.8% 6.0% 4.2% 4.8% 5.7% 7.5% New Deliveries
108.6
2
33 40
19
31 27 30 23 21
18
5.6%
90
82.3% 82.6%
80.4% 81.7% 81.3%
84.7%
88.2% 89.7% 91.2% 93.5%
93.2%
93.30%
70%
75%
80%
85%
90%
95%
100%
0
5
10
15
20
25
30
35
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
GLA (mm sqf) Occupancy Same Store 1-Yr Occupancy
RESILIENT BUSINESS MODEL WITH CONSISTENT PERFORMANCE
Resilient portfolio managed by a team of real estate professionals, proven in all stages of the cycle
o Prior to year-end 2008 (year of the economic downturn), effective occupancy was ~90%
o The pre-crisis vacancy level was driven by PGIM Funds’ expansion stage; GLA grew 10.3x faster than the market
1 o During the economic downturn, PGIM
focused on Build-to-Suit development to mitigate leasing risk
o Despite a challenging global financial landscape, all debt levels remained in line and PGIM successfully refinanced more than US$170mm at competitive rates
2 o Portfolio
occupancy improved as industrial activity further recovered
3 o Terrafina
consummated its IPO in March 2013
o Occupancy reached peak levels through improved same-store performance as well as the AI / Kimco acquisition (September 2013)
4 o Sale of non-strategic
assets for US$101mm (March 2015)
o Closed acquisition 10-property industrial portfolio for US$59mm (November 2015)
5
19
GLA (m
m sqf ) O
ccup
ancy
1 PGIM Fund Development Phase Pre-Crisis
2 Automotive / Global Financial Crisis 3 Recovery
2006 2007 2008 2009 2010 2011 2012 2013 2014
4 IPO and AI / Kimco Acquisition
2015
5 Asset Sale / Portfolio Acquisition
2016
o PGIM is the real estate investment management business of Prudential Financial, Inc.
– PGIM has an established history in the global real estate investment business since 1970
o More than 650 professionals in 18 locations with gross assets under management of US$65.4bn(1) (US$48.3 net of indebtedness), and approximately 502 institutional clients/investors
o The Company complements PGIM’s global capability through local partnerships with leading industrial developers and managers
o Through its relationship with PGIM, Terrafina benefits from:
– Transfer of economies of scale
– A cost-efficient operating / real estate platform
– A proven track record of acquiring, selling, developing, financing and managing industrial real estate
– Deep industry relationships, access to capital markets, market intelligence and execution capabilities
– Strong risk management capabilities (underwriting, legal, compliance and environmental)
– Business continuity and long-term tenant relationships
Premier Institutional Sponsorship
Real Estate
Terrafina Benefits from PGIM’s Institutional Model, Global Best Practices, In-House Asset and Risk Management Capabilities
Source: Company filings and PGIM Real Estate. (1) Gross value as of March 31, 2016 (2) Pensions and Investments, Top Money Manager’s List, May 18, 2015.
Tenured Presence in LatAm since 2002
Specializes in Industrial, Residential
and Retail
Currently Manages 6 Institutional Funds
Acquires, Develops and Leases Properties
Experienced Manager of Institutional Industrial Real Estate in Mexico since 2003
AUM of US$3.0Bn(1) 10th Largest Investment Manager globally(²)
Property Trusts Management Subsidiary
Real Estate Investors Advisor
PGIM SPONSORSHIP
20
21
External Advisor - PGIM Third Party Property Managers Internal Management Subsidiary
o Advisory and investment management services
o Oversee capital markets activities and financing
o Facilities management, system and technology support and human resources services
o Financial reporting, treasury and cash management, tax, legal and compliance activities
Enrique Lavín Executive Director & Head
of Capital Markets Latin America
Alberto Chretin Chief Executive Officer
o Responsible for driving growth and establishing strategic objectives
o Ensure appropriate capital structure
o Oversee financial performance with external advisor
o Communications with investors
o Property operations
o Leasing
o Development
o Maintenance
o Invoicing & collections
o Identify properties
TERRAFINA ORGANIZATIONAL STRUCTURE
Alfonso Munk Managing Director & CIO
of the Americas
Rodrigo Meza Vice President & Senior Portfolio Manager, Latin
America
Fernando Herrera Executive Director & Head
of Transactions, Latin America
Angel Bernal Chief Financial Officer
Francisco Martinez Investor Relations Officer
Source: PGIM Real Estate – Legal.
Independent Members (71%)
Alberto Chretin
o Former Minister of Economy for the state of Chihuahua
o 18 years of experience at nationally-recognized industrial real estate companies
Alfonso Munk
o Managing Director of PGIM and CIO of the Americas
o Former Morgan Stanley head of real estate investing activities for Southern Europe and South America
Eduardo Solis
o President of the Mexican Association of the Automotive Industry
o Former Head of Promotion of Investment at the Ministry of Economy and Chief Trade Negotiator in Mexico
Victor D. Almeida
o Chairman and CEO of Interceramic, a leading tile manufacturer in Mexico
o Over 30 years of corporate experience in Latin America
Arturo D’Acosta Ruiz
o Executive Director of Actinver and former Executive Director of Alvarez & Marsal, Mexico
o Broad experience in financial consulting, and specializing in M&A, restructurings and financing
José Luis Barraza
o Former President of Grupo Aeromexico, S.A.B. de C.V.
o Over 30 years of experience in international trading and industrial promotion and development
Investment Committee
Audit Committee
100% independent
Indebtedness Committee
100% independent
Practices Committee
100% independent
Nominating Committee
100% independent
o Responsible for membership and compensation of board members and Terrafina’s team
o Aid the FIBRA Board in making decisions regarding conflict of interest, governance, and best practices
o Review credit agreements
o Assure compliance with indebtedness regulation and financial covenant
o Carry out internal audits of the FIBRA and related activities
o Review the documents prepared by the external auditor
o Comprised of PGIM executives and Terrafina’s CEO
o Must approve any acquisition or disposition of real estate assets to be carried out by the FIBRA
Advisor
22
Board of Directors
World-Class Corporate Governance and Strong Sponsorship from PGIM
TERRAFINA TECHNICAL COMMITTEE
Carmina Abad
o Chief Executive Officer at Swiss Re Corporate Solutions in Mexico
o Former CEO & Chairman of the Board of Metlife Mexico
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NET ASSET VALUE CALCULATION
Source: Company filings. 1Q16 earnings report Figures expressed in millions dollars unless otherwise stated
NAV Calculation
(+)Investment Properties 1,613.6
(+)Land 47.5
(+)Cash 256.0
(-)Total Debt and Liabilities 743.3
NAV 1,173.9
Outstanding CBFIs 607.5
NAV per CBFI (dollars) 1.9
Cap Rate Calculation with NAV results
Average Share Price (USD$) 1.9
(x) CBFIs (million shares) 607.5
(=) Market Cap 1,173.9
(+) Total Debt and Liabilities 743.3
(-) Cash1 256.0
(=) Enterprise Value 1,661.1
(-) Landbank 47.5
(=) Implied Operating Real Estate Value 1,613.6
2016e NOI 133.0
Implied Cap Rate 8.2%
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IMPLIED CAP RATE CALCULATION
Source: Company filings. Figures expressed in million dollars unless otherwise stated (1) CBFI price as of 31/05/2016: 30.90 and FX rate Ps. 18.47
Implied Cap Rate Average Share Price (USD$)¹ 1.67
(x) CBFIs (million shares) 607.5
(=) Market Cap 1,016.6 (+) Total Debt 705.5
(-) Cash 256
(=) Enterprise Value 1,466.1 (-) Landbank 47.5
(=) Implied Operating Real Estate Value 1,418.6
2016e NOI 133
Implied Cap Rate 9.4%
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