Exhibit (c)(3)

Strictly Confidential

Executive Summary

SITUATION OVERVIEW

Project Roosevelt

•

From Mid-2014 through 2015, Monroe’s Board of Directors explored strategic alternatives, including an active solicitation for proposals on a

sale of the entire business or parts thereof from approximately 180 parties (see next page for more details)

–

Discussions reached a point of active negotiation of a merger agreement in late 2015 with “Trousdale”, a private hotel/restaurant/nightlife

branded operator founded, owned and headed by Sam Nazarian

•

Ultimately, negotiations with Trousdale ended and Monroe suspended the active solicitation; an asset marketing process was announced on

December 7, 2015

•

March

2016,

discussions

with

Trousdale

re-commenced

around

all-cash

bid

for

purchase

Monroe’s

outstanding

common

initial proposed value of $2.25 per share

–

Additional outreach was conducted by Monroe and its financial advisors with eleven parties judged to have sufficient potential interest in, and

familiarity with, Monroe to respond quickly and credibly if they so desired

•

The

Trousdale

discussions

resulted

negotiated

proposal

for

$2.40

per

and

the

decision

Monroe’s

board

enter

into

4-week

exclusivity period with Trousdale beginning on March 29, 2016

•

Financial, legal, and tax diligence continued, including in-person meetings and asset tours

–

Parties agreed to extend exclusivity through May 3 (and again through May 6), 2016, primarily to allow Trousdale and its financing partners to

complete the financing commitment process

–

On May 6, after completion of due diligence, Trousdale lowered their offer price to $2.10, citing deteriorating performance at the Hudson and

the Delano and other factors as the rationale for such reduction

–

Negotiations

continued

through

the

weekend

May

–

(and

included

increase

the

offer

price

from

$2.10

$2.25

made

late

eastern

time on May 8, which was characterized as the final offer)

–

A summary of the transaction structure is provided in the following pages, as well as an analysis of Monroe as a stand-alone going concern

Strictly Confidential

Overview of Strategic Alternatives Process

May 2014 to December 2015

Project Roosevelt

SITUATION OVERVIEW

2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\5

•

In May 2014 the Company announced the retention of Morgan Stanley as financial advisor to assist the

STC in its ongoing review of strategic alternatives

•

Morgan Stanley began engaging with potential interested parties in early September 2014. The initial

process launch included global outreach to approximately 180 parties

–

65 parties signed NDAs and 12 parties ultimately submitted transaction proposals

–

Based on discussions with potential investors and the judgment of the STC and its advisors, it was

concluded that the disposition of The Light Group would potentially broaden the Company’s appeal to

prospective counterparties

–

The Company announced the sale of The Light Group on December 16, 2014

•

Interested parties that executed an NDA were provided with evaluation materials

•

Following the receipt of first round indications, parties approved by the STC were invited to participate

in a subsequent round

–

These interested parties were given access to an electronic data room and permission to speak with

financing sources

•

Based on a recommendation of the Special Transaction Committee, the Board dissolved the Special

Transaction Committee in June 2015 and the process continued under the direction of the full board

•

Potential transaction partners were eventually narrowed to Trousdale, a private hotel/restaurant/nightlife

branded operator founded and owned by Sam Nazarian

–

Over the course of a few months, terms were negotiated and agreed upon; however, no deal was

consummated and the process was suspended in late 2015

–

The Company announced its intention to market the owned hotel properties for sale through the real

estate brokerage, Hodges Ward Elliott

•

As financial advisor to Monroe,

Morgan Stanley has assisted

the Company with extensive

diligence related to the

proposed transaction and

assisted the Board of Directors

in negotiating specific terms

and reviewing alternatives

Strictly Confidential

Summary of Key Terms of Proposed Transaction

Project Roosevelt

SITUATION OVERVIEW

2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\6

Structure

Reverse triangular merger: SBEEG, Eldridge, Yucaipa form “New Holdco” to own 100% of sbe and acquire 100%

of Monroe

SBEEG and Eldridge will contribute 100% of sbe in exchange for 75% of the common equity in “New Holdco”

Eldridge will contribute $75MM in cash in exchange for preferred equity in “New Holdco” (used to fund a portion of

the Monroe acquisition)

Yucaipa to exchange $75MM of principal and all accrued dividends ($65.1MM as of 9/30/2016) in Series A

preferred equity and its common stock warrants for

$75MM in new preferred in “New Holdco” and

25% of the common equity of “New Holdco”

Post-closing assignment of leasehold interest in three restaurants at Mandalay Bay Las Vegas casino / hotel

Consideration

$2.25 per share in cash

Voting Agreements

[Voting Agreements signed in support of the transaction by the following shareholders (ownership % in

Monroe): OTK (13%), Pine River (9%), Vector (7%)]

Mortgage Assumption

Buyer has expressed intention to assume or refinance mortgage; assumption could be automatic under the

Mortgage Agreement if buyer is deemed a Qualified Transferee or through lender consents if not deemed a

Qualified Transferee

Lenders' counsel has indicated they expect lenders to agree that buyer meets Qualified Transferee

requirements; formal lender acknowledgment of Qualified Transferee status unlikely before SPA signing

Buyer has also indicated a potential desire to amend the mortgage agreement prior to assumption, which

would require approval by lenders as well as transfer consent

Termination Fees

$6.5MM termination fee / $6.5MM reverse termination fee; to be received by Monroe:

Buyer fails to close by the outside date and all conditions were satisfied or capable of being satisfied other than

the mortgage condition; or

The conditions are satisfied, the Company is ready willing and able to close but Buyer fails to close in breach of

the agreement (and Buyer does not obtain specific performance)

Financing Commitment

$175MM term loan / $30MM RLOC commitment from Security Benefit Corporation

$75MM preferred equity from Eldridge

“Rollover” agreement with Yucaipa related to preferred and warrants

Strictly Confidential

Summary of Key Terms of Proposed Transaction (Cont’d)

Project Roosevelt

SITUATION OVERVIEW

2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\7

(6)

Ownership &

Capitalization

Mortgage assumption

$421.8MM

Security Benefit Term Loan & LOC

(1)

$186.1MM

Trust preferred & restaurant note

(2)

$54.1MM

New Holdco preferred issued to Eldridge

$75.0MM

New Holdco preferred issued to Yucaipa

$75.0MM

New Holdco common issued to Yucaipa $65.1MM

(3)(4)

New Holdco common issued to SBEEG / Eldridge $195.4MM

(4)

Notes

Includes $11.1MM drawn on Security Benefit line of credit (full capacity of $30MM)

Includes $50.1MM trust preferred and $4.0MM restaurant note as of 9/30/16

Calculated as par value of accrued dividends on Yucaipa preferred equity in Monroe as of 9/30/2016; per the May 4, 2016 financing commitment, in exchange for $75MM in preferred securities in

New Holdco and 25% of the New Holdco common equity, Yucaipa will retire its preferred equity (including accrued dividends) and common stock warrants in Monroe, as well as receive an

assignment of leasehold interest in three restaurants at Mandalay Bay Las Vegas casino / hotel; value shown is for illustrative purposes only

Illustrative value implied by Yucaipa's 25% position being valued as the par value of the accrued dividends in Monroe preferred equity securities; see footnote 3

Reflects $2.25 per share and 36.2MM shares. See page 32 for details on share count

Includes legal and advisory estimated costs for Monroe and Trousdale (per respective management’s estimates); excludes any required consent / assumption fees on the mortgages or other

financing fees which cannot be estimated at this time

Includes forecasted cash balances as of 9/30/16 of $2.7MM for Trousdale and $6.8MM for Monroe; Monroe management expects a minimum cash balance would be needed to run the business,

which would result in additional draws on the RLOC

$MM

Sources & Uses for Proposed Acquisition of Monroe

(4)

Sources

Eldridge preferred proceeds

75.0

Security Benefit RLOC Draw

(1)

11.1

Existing Monroe / Trousdale cash

(7)

9.5

Sub-Total Cash Sources

95.6

New Holdco preferred issued to Yucaipa

75.0

New Holdco common equity issued to Yucaipa

(3)

65.1

Debt assumed

475.9

Total Sources

711.6

Uses

Equity acquired

(5)

81.6

Transaction costs

14.0

Sub-Total Cash Uses

95.6

Retire Monroe pref. & accrued held by Yucaipa

140.1

Assumed mortgage, trust preferred, rest. note

(2)

475.9

Total Uses

711.6

Strictly Confidential

Lodging Sector Recent Performance / Outlook

Project Roosevelt

LODGING CAPITAL MARKETS OBSERVATIONS

2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\9

Source

PKF Hospitality Research

•

“After uneven results throughout the

year, performance of Manhattan hotels

notably declined in November and

December, resulting in a revenue per

available room (“RevPAR”) decrease

of 3.0 percent in the fourth quarter.”

•

“ADR was the primary factor

contributing to declining RevPAR

performance in the fourth quarter,

declining 3.3 and 3.7 percent in

November and December,

respectively. Overall, Manhattan hotels

experienced both decreasing

occupancy and ADR in 2015, resulting

in a RevPAR decline of 2.3 percent for

the year.”

–

PWC Manhattan Lodging Index

4Q15

1Q16 Mid-Earnings Update

•

Operating fundamentals continue to

decline

•

Lodging cycle is in the mature stage

•

Transaction activity has slowed, but

signs point to lower values

•

Tough debt markets and “social

issues” still impede M&A

–

Green Street Advisors, May 3

Source Capital IQ

10.7x

10.8x

PKF Growth Forecasts

Notes

Includes BEL, H, HLT, HOT, IHG, and MAR

Includes AHP, AHT, CHSP, CLDT, DRH, FCH, HPT, HST, HT, INN, LHO, PEB, RHP, RLJ, SHO

Avg Tier 1

Avg Lodging REIT

(1)

(2)

2016E

as of 3Q 2014

as of 1Q 2015

as of 3Q 2015

as of 4Q 2015

as of 1Q 2016

ADR

Occ

RevPAR

ADR

Occ

RevPAR

ADR

Occ

RevPAR

ADR

Occ

RevPAR

ADR

Occ

RevPAR

U.S.

5.9%

-0.1%

5.8%

6.3%

0.2%

6.5%

5.9%

0.4%

6.3%

6.5%

-0.5%

5.9%

5.2%

0.3%

5.5%

to 3Q 2014

0.4%

0.3%

0.7%

0.0%

0.5%

0.6%

(0.4%)

0.1%

(0.7%)

0.4%

(0.3%)

New York

4.6%

0.9%

5.6%

3.5%

-0.3%

3.2%

2.1%

-1.7%

0.3%

3.5%

-1.0%

2.5%

1.4%

-1.0%

0.4%

to 3Q 2014

(1.1%)

(1.2%)

(2.4%)

(2.5%)

(2.6%)

(5.3%)

(1.1%)

(1.9%)

(3.1%)

(3.2%)

(1.9%)

(5.2%)

Miami

6.6%

-0.4%

6.2%

5.5%

0.0%

5.5%

3.2%

-2.8%

0.3%

3.5%

-2.5%

0.8%

4.0%

-1.6%

2.3%

to 3Q 2014

(1.1%)

0.4%

(0.7%)

(3.4%)

(2.4%)

(5.9%)

(3.1%)

(2.1%)

(5.4%)

(2.6%)

(1.2%)

(3.9%)

5.4%

0.5%

6.0%

5.3%

0.1%

5.4%

5.9%

0.4%

6.3%

7.0%

1.0%

8.1%

6.2%

1.3%

7.6%

to 3Q 2014

(0.1%)

(0.4%)

(0.6%)

0.5%

(0.1%)

0.3%

1.6%

0.5%

2.1%

0.8%

1.6%

9.0x

10.0x

11.0x

12.0x

13.0x

14.0x

15.0x

Feb

-14

Mar

May

Jul

-14

Sep

Oct

-14

Dec

Feb

Apr

-15

Jun

Jul

Sep

Nov

Jan

-16

Mar

Apr

Tier 1 Comps / REIT Peers

AV / NTM EBITDA

Strictly Confidential

AV / NTM Consensus EBITDA

(3)

Consensus

NTM

Since

Monroe

IPO

(2/14/2006)

–

5/5/2016

15.2x

10.7x

10.8x

2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\10

Notes

Includes BEL, H, HOT, HLT, IHG, and MAR

Includes AHP, AHT, BEE, CHSP, CLDT, DRH, FCH, HT, HPT, HST, INN, LHO, PEB, RHP, RLJ and SHO

Consensus estimates from CapIQ

Project Roosevelt

•

Since 2009, Monroe has been

valued at a premium to its

peers as a multiple of EBITDA

•

Monroe’s multiple has been

more volatile than the peers

over the last twelve months

–

Consensus estimates for

Monroe only comprised of

one analyst’s estimates and

are materially different from

Company estimates

•

Current AV / Consensus

EBITDA multiples are lower

than the 3-year and 7-year

average multiples

LODGING CAPITAL MARKETS OBSERVATIONS

Historical Lodging Valuation

Average:

Monroe: 15.0x

Comps: 12.3x

(1)

(2)

Average:

C-Corps: 12.4x

REITs: 12.3x

Source

Capital IQ

Source

Capital IQ

AV / NTM EBITDA

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

AV / NTM Consensus EBITDA

(3)

August 2006 –

May 2016

Lodging REITs

Tier 1 C-Corp Comps

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

Tier 1 C-Corp Comps

Monroe

Averages

Tier 1

C.Corps

REITs

Monroe

LTM

11.9x

11.4x

16.0x

Last 3 Yrs

12.9x

12.5x

16.3x

Last 5 Yrs

12.3x

12.2x

16.7x

Last 7 Yrs

12.8x

16.8x

Strictly Confidential

Historical Share Price / Volume Traded -

Monroe

As of 5/5/2016

Share Price ($)

Shares (MM)

Project Roosevelt

MONROE SELECTED INFORMATION

2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\12

Price Movement Over Time

Source CapIQ

Nov. 1, 2013

Unsolicited proposal from the

Yucaipa Companies at $8.00 per

Feb. 10, 2014

Monroe refinances debt secured by Hudson

and Delano South Beach

Mar. 13, 2014

Announces restructuring plan

Dec. 16, 2014

Announces sale

of The Light

Group for

$36MM to

Hakkasan

May 13, 2014

Announces retention of MS to review Strategic Alternatives

May 20, 2014

Results of election of the Board of Directors

Apr. 1, 2013

Signs deal with Yucaipa to cut debt, preferred stock in exchange for

Delano South Beach, The Light Group and other interests

Apr. 2, 2013

Jason T. Kalisman files lawsuit to block Yucaipa transaction

Apr. 9, 2013

Monroe voluntarily delays Yucaipa transaction

May 14, 2013

Court issues ruling compelling restoration of record date

Jun. 5, 2013

Monroe's slate of director

nominees announces its

intention to explore full range of

strategic alternatives including

sale of company

Sep. 14, 2015

WSJ article reporting on Rambleside offer

$1.33

May 19, 2015

Interim CEO Jason

Kalisman resigns; Howard

Lorber named Chairman

and Ken Cruse named

Director

Mar. 18, 2013

OTK announces

plan to nominate

seven candidates

to the Monroe

Board

Oct. 7, 2015

WSJ article reporting on SLS Las Vegas

Aug. 6, 2015

WSJ article reporting on rumored merger

Feb. 1, 2016

Rambleside letter

Feb. 9, 2016

Monroe mortgage

debt yield paydown

Feb. 20, 2016

COO Josh Fluhr

resigns

Dec. 7, 2016

Company announces HWE plan to monetize assets

•

Monroe’s stock has declined

substantially since mid-2015

and has generally hovered

between $1.00 and $1.50 since

early 2016

Monroe Price Performance YTD

As of 5/5/2016

Share Price ($)

$1.33

Volume Traded (MM) (RHS)

Share Price ($) (LHS)

Earnings Release

Strictly Confidential

Monroe –

Issues and Considerations

MONROE SELECTED INFORMATION

Scale

Liquidity / Cash

Availability

•

Undersized relative to peers, with adverse implications for marketing breadth and expense margins,

among other factors

•

High G&A load as compared to asset base

•

Not enough liquidity for large investors to buy / sell without materially impacting share price

Project Roosevelt

•

Monroe

has

$11.9MM

cash

3/31/2016

and

projected

have

$7.7MM

cash

6/30/2016

(1)

down from $46MM at year-end

•

Cash generation projected to be negative in 2016 / 2017, leaving limited dry powder to build pipeline and

operate the business

•

Poor performance in the New York and Miami markets drives projected debt yield at the two owned assets

below the required 7.75% debt yield, requiring a sizeable pay-down (currently estimated to be $53.9MM) of

principal in early 2017

•

Current

projections

indicate

any

excess

cash

flow

from

owned

assets

will

trapped

the

lenders

(2)

•

Owned assets are fully levered

•

Yucaipa preferred securities’ coupon rate rising from 10% to 20% on October 15, 2016 ($140.1MM

estimated balance as of September 30, 2016, including accrued, unpaid dividends of $65.1MM)

•

Lack of capital to de-lever from sector high leverage

Leverage

•

High leverage relative to peers

–

Current debt / LTM EBITDA in excess of 16x versus sector average of 4.1x

–

Debt / total market capitalization of approximately 74% versus Tier 1 comp average of ~25%

Management

Team / Board

•

Instability of management team (PEO / CFO and CRO / Interim COO)

•

Several other key positions remain vacant with no near-term intention to be filled

Negative

Sentiment /

Confusion

•

Uncertainty surrounding short-term and long-term strategy

•

Negative press around Monroe

•

Burkle consent rights

•

Difficulty attracting new contracts in the US

•

Narrow research analyst coverage limits investor access to independent perspectives

Notes

Per management standalone projection model; includes termination fees received from Mondrian SB ($1.0MM)

A cash trap on the two assets would reduce cash generation by approximately $3MM through year-end

•

Monroe has a number of key

structural factors to consider

when assessing valuation and a

range of actionable alternatives

•

Management has indicated that

the risks and challenges facing

Monroe are unlikely to improve

in the near-term and/or are

likely to worsen

Source

Management Projections

Strictly Confidential

Project Roosevelt

MONROE SELECTED INFORMATION

2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\14

Management Company Financials

Source

Management Projections

Key Assumptions

Q2 –

Q4 2016

•

Q2 2016 –

No longer manage Mondrian

South Beach and receive $1.0MM termination

fee. Receive licensing fees annually going

forward

•

Q4 2016 –

End management of Shore Club in

Q3 and receive $2.9MM termination fee in Q4

•

Q4 2016 –

End management of Morgans and

Royalton and receive $7.0MM in termination

fees in Q4

Note

Decrease in 2016 G&A due to vacant positions (~$2.5MM

impact), reduction in marketing, legal, and public company

expenses (audit and tax filing fees due to the decrease in number

of managed hotels), and no Hudson TCO renewal related costs

Management Company Financials -

By Contract

(000s), projections as of May 5, 2016

2015A

2016E

2017E

2018E

2019E

Hudson

2,423

2,339

2,389

2,465

2,537

Delano

1,389

1,379

1,424

1,472

1,516

Owned Hotel Contracts

3,811

3,718

3,813

3,937

4,053

Clift

2,963

3,121

3,291

3,412

3,438

Leased Hotel Contracts

2,963

3,121

3,291

3,412

3,438

Mondrian LA

2,255

2,443

2,436

2,505

2,545

St Martins Lane

1,786

2,128

2,257

2,354

2,456

Sanderson

1,592

1,653

1,763

1,839

1,919

Mondrian South Beach (Licensing Fee Only Commencing 2016)

2,118

600

Mondrian London -

Sea Containers

2,560

2,824

2,968

3,092

3,221

Delano Vegas

538

513

500

600

675

10 Karakoy -

Istanbul

105

103

108

113

119

In-Place Current Contracts

10,953

10,264

10,631

11,104

11,536

Total Revenue from Current Contracts

17,727

17,103

17,735

18,453

19,027

Management Company G&A (excluding Public Company Costs)

(1)

(15,815)

(11,669)

(11,953)

(12,311)

(12,681)

EBITDA from Current Contracts

1,912

5,434

5,782

6,141

6,347

Mondrian Doha

2,160

2,268

2,336

Delano Dubai

1,121

1,480

Mondrian Dubai

3,006

Signed Pipeline Contracts

2,160

3,389

6,823

Revenue including Pipeline

17,727

17,103

19,895

21,841

25,850

EBITDA from Current Contracts including Pipeline

1,912

5,434

7,942

9,530

13,169

Total Revenue from Food & Beverage

32,492

24,547

25,284

26,042

26,823

Food & Beverage Operating Expenses

(29,508)

(21,553)

(22,093)

(22,715)

(23,355)

F&B EBITDA

2,984

2,994

3,190

3,327

3,469

Public Company Expenses

(4,233)

(3,074)

(3,100)

(3,193)

(3,289)

Subtotal EBITDA (Excluding Lost Contracts)

663

5,354

8,032

9,664

13,349

Additional Information

Morgans

259

191

Royalton

522

378

Shore Club

1,774

835

Mondrian SoHo

543

Mondrian South Beach (2016 contribution In Excess of Licensing Fee)

464

Revenue Related to Lost Contracts

3,098

1,868

Shore Club

2,822

Mondrian South Beach

1,000

Morgans

3,500

Royalton

3,500

Termination Fees (Excluded from EBITDA)

10,822

Strictly Confidential

Project Roosevelt

MONROE SELECTED INFORMATION

2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\15

Financial Estimates and Key Assumptions

Source

Management Projections

Notes

Includes management fees on owned assets

Extension fees associated with the Hudson and Delano

mortgage, 0.25% of outstanding balance. 2019 represents

refinancing the $368MM outstanding loan balance at 2% cost

Excludes Lost Contracts as of Present

Key Assumptions

Q2 –

Q4 2016

•

Q2 2016 –

Post $3.0MM bond in connection

with Sasson / Masi Litigation

•

Q2 2016 –

No longer manage Mondrian

South Beach and receive $1.0MM termination

fee. Receive licensing fees annually going

forward

•

Q2 and Q4 –

owned assets forecasted to fail

6.75% debt yield test and trigger cash lock

box; $1MM excess cash flow trapped in Q2

and $3MM excess cash flow trapped in Q4

•

Q4 2016 –

End management of Shore Club in

Q3 and receive $2.9MM termination fee in Q4

•

Q4 2016 –

End management of Morgans and

Royalton and receive $7.0MM in termination

fees in Q4

Q4 2016

•

The current preferred dividend rate of 10%

increases to 20% in October 2016

1Q 2019

•

Refinance $368MM of mortgage on Hudson

and Delano at 2% transaction cost

Monroe -

Key Financials

($MM), projections as of May 5, 2016

2015A

2016E

2017E

2018E

2019E

'15-19 CAGR

Hudson

80.8

78.1

79.6

82.2

84.6

1.2%

Delano

47.7

46.0

47.5

49.1

50.5

1.4%

Clift

45.6

48.0

50.6

52.5

52.9

3.8%

Owned Hotel Total Revenue

174.0

172.1

177.7

183.7

188.0

1.9%

Growth -

(2.3%)

(1.1%)

3.3%

3.4%

2.3%

Operating Expenses at Owned Hotels (Incl. Intercompany Payment)

(1)

(132.7)

(132.9)

(136.1)

(139.7)

(142.9)

1.9%

EBITDAR

Hudson

16.3

15.3

15.8

16.9

18.0

2.4%

Delano

17.9

16.4

17.0

17.7

18.2

0.5%

Clift -

EBITDAR

7.2

7.5

8.8

9.4

8.9

5.5%

Owned Hotels EBITDAR

41.3

39.1

41.6

44.0

45.0

2.2%

Clift Rent

(7.6)

(7.8)

0.6%

Hudson Lease Rent

(0.5)

0.0%

Owned Hotels EBITDA

33.3

31.1

33.5

35.9

36.8

2.5%

Management Company EBITDA Incl. Pipeline

1.9

5.4

7.9

9.5

13.2

62.0%

F&B EBITDA

3.0

3.2

3.3

3.5

3.8%

Adj. EBITDA (before Corporate G&A)

38.2

39.5

44.6

48.8

53.4

8.8%

Corporate G&A (Public Company Expenses)

(4.2)

(3.1)

(3.2)

(3.3)

(6.1%)

Adj. EBITDA

33.9

36.4

41.5

45.6

50.1

10.2%

Adj. EBITDAR

42.0

44.5

49.6

53.7

58.4

8.6%

Adj. EBITDA

33.9

36.4

41.5

45.6

50.1

10.2%

Plus: Lost Contracts (Mgmt & Termination Fees)

3.1

12.7

Less: Interest

(31.3)

(29.5)

(24.7)

(24.5)

Less: Capex

(7.1)

(6.7)

(9.8)

(8.1)

(8.3)

Less: Trapped Cash

(3.0)

Plus: TLG Sale / SC London Agreement Conversion

30.8

(1.0)

Less: Sasson / Masi Default Interest

(3.0)

Less: Debt Yield Payments

(28.2)

(53.9)

Less: Debt Extension Fees & Loan Costs

(2)

(1.5)

(1.1)

(1.0)

(8.1)

Less: Restructuring, Development and Disposal costs

(7.2)

(1.0)

Plus / (Less): Other Cash Flows

10.3

(3.3)

(1.8)

(2.8)

(2.1)

Levered Cash Flow

32.4

(28.0)

(50.8)

8.2

6.1

Strictly Confidential

Project Roosevelt

MONROE SELECTED INFORMATION

2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\16

Financial Estimates and Key Assumptions (Cont’d)

Notes

Source

Management Projections

Key Assumptions

Q2 –

Q4 2016

•

Q2 2016 –

Post $3.0MM bond in connection

with Sasson / Masi Litigation

•

Q2 2016 –

No longer manage Mondrian

South Beach and receive $1.0MM termination

fee. Receive licensing fees annually going

forward

•

Q2 and Q4 –

owned assets forecasted to fail

6.75% debt yield test and trigger cash lock

box; $1MM excess cash flow trapped in Q2

and $3MM excess cash flow trapped in Q4

•

Q4 2016 –

End management of Shore Club in

Q3 and receive $2.9MM termination fee in Q4

•

Q4 2016 –

End management of Morgans and

Royalton and receive $7.0MM in termination

fees in Q4

Q4 2016

•

The current preferred dividend rate of 10%

increases to 20% in October 2016

1Q 2019

•

Refinance $368MM of mortgage on Hudson

and Delano at 2% transaction cost

Monroe -

Cash Flows Analysis

Debt Yield Maintenance Test

($MM), projections as of May 5, 2016

2016

2017

1Q16

2Q16

3Q16

4Q16

1Q17

2Q17

3Q17

4Q17

Net cash provided by operating activities (A)

(2.9)

(0.1)

1.2

15.6

(1.3)

4.0

3.5

8.0

Capex

(0.9)

(1.9)

(2.1)

(1.8)

(1.9)

(2.9)

(3.2)

SC London Agreement Conversion

(1.0)

Cash Trap

(1.0)

(2.0)

in Restricted Cash

(0.2)

1.0

Net cash provided by investing activities (B)

(1.0)

(3.8)

(1.9)

(4.1)

(0.8)

(1.9)

(2.9)

(3.2)

Proceeds from / (Payments of) LT Debt, Revolver, and Lease Notes

(0.4)

(0.3)

Debt Yield Payments

(28.2)

(53.9)

Debt Extension Fees

(1)

(1.5)

(1.1)

Net cash used in financing (C)

(30.0)

(0.3)

(55.3)

(0.3)

Net change in cash and cash equivalents (A+B+C)

(34.0)

(4.2)

(0.9)

11.2

(57.4)

1.8

0.3

4.5

Cash and cash equivalents, Beginning

45.9

11.9

7.7

6.8

18.0

(39.5)

(37.6)

(37.4)

Cash and cash equivalents, Ending

11.9

7.7

6.8

18.0

(39.5)

(37.6)

(37.4)

(32.8)

$MM

Year-End

2016

2017

Delano NOI

14.6

15.1

Hudson NOI

12.2

12.6

Bill Back

(2)

2.4

2.6

Ground Rent Payment

(3)

(0.6)

NOI for Test

28.5

29.7

Required Yield

7.75%

8.00%

Required Balance

367.9

371.4

Beginning Debt Balance

421.8

367.9

Repayment Required

53.9

Ending Debt Balance

367.9

Extension fees associated with the Hudson and Delano mortgage, 0.25% of outstanding balance

Per guidance from Monroe Interim CEO on 3/13/2016, reflects bill back expenses from corporate that Monroe is allowed to add back to NOI for debt yield maintenance test calculation. Updated bill

back amounts received from Monroe 5/5/2016

Includes $100K of operating lease payment

Strictly Confidential

Project Roosevelt

MONROE SELECTED INFORMATION

2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\17

Monthly Liquidity Analysis

•

Mortgage agreement

establishes a lockbox for

excess cash generated at

Hudson and Delano

–

If debt yield falls below

6.75%, excess cash is swept

–

Current projections

indicated $3MM of cash

will be trapped in lock box

controlled by the lender in

2016

–

Assets must deliver two

consecutive quarters of 7.0%

debt yield before it is

released

Through Year-End 2016

Source

Management Projections

$MM

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Cash Balances

Beginning Cash Balance

(1)

11.9

10.3

8.6

7.7

6.3

6.2

6.8

6.9

6.0

Change in Cash

(2)(3)

(1.6)

(1.7)

(0.9)

(1.4)

(0.1)

0.6

0.2

(0.9)

12.0

Ending Cash Balance

10.3

8.6

7.7

6.3

6.2

6.8

6.9

6.0

18.0

Monroe Pro Forma 2016 Cash Balances

Notes

Includes approximately $3MM cash held at MBLV, London Management Co, and Clift

Includes termination fees for Mondrian SB 1Q16, bond posted for Sasson Masi litigation in 2Q16, and termination fees for Shore Club, Morgans, and Royalton in 4Q16

Cash flow sweep would not affect April receipts. Assumes cash shortfalls at the property level can be funded with lock-box cash balances

Strictly Confidential

Hudson Valuation

Project Roosevelt

MONROE VALUATION

2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\19

Key Stats

Ownership Type

Fee Simple (condominium)

Keys

878 (938 including SROs)

2016E ADR

$209

2016E Occupancy

89%

2016E RevPAR

$187

# Restaurants / Nightclubs etc.

Meeting Space (sqft)

5,599

Debt

$263MM

Peak EBITDA (2007)

$36.7MM

LOW

HIGH

$MM

Asset Bids

Highgate / Carlton

3/31/16

280

London / Regional

3/31/16

320

Ashkenazy

3/31/16

325

Itafin

3/31/16

340

Hudson Valuation Reference Points

(3)

Operations Update

•

Q1 room rates soft and F&B down

due to poor performance in

banquets / meeting space

•

Management has implemented a

contingency plan; steps taken have

included not replacing departures

and initiation of phase-out of

banquet business & group sales,

which are unprofitable

•

Manhattan remains challenged due

to substantial supply; although

Hudson performed slightly better

than comps in March-April

Due to the depth of Hudson’s

deterioration in performance, direct

capitalization and discounted cash

flow valuation methods may be less

relevant for valuation purposes than

the bids submitted by interested

buyers. Interested buyers are likely to

implement a repositioning and

renovation plan at the Hudson, making

valuations based on Monroe

projections less relevant.

Company Information

Notes

Company has written down equity value in JV interest of

Mondrian South Beach to $0. JV interest and associated

debt excluded from this analysis

Management company EBITDA shown includes F&B

EBITDA, is net of public company G&A, and excludes

$1.9MM of fees from terminated contracts

Value of Pipeline Under Construction based on cash flows

through stabilization discounted to 12/31/2015 at the

company’s current WACC; terminal value of the recurring

management EBITDA calculated by applying a margin to

stabilized fees and discounting back to 12/31/2015 at the

company’s going concern WACC which assumes the

company is able to attract preferred equity at a 10% cost of

capital

NOL asset valued as 0% (low), 50% (mid-point) and 100%

(high) of the total present value of Monroe accumulated NOLs

as of 12/31/2015

Preferred stock accrued dividends as of 3/31/2016

•

Owned assets valued at a range of

bids received to high end of DCF

range

–

High end of bids from bidders

with known capital sources

–

DCF at discount rate range of

7.0%-9.0%

–

Midpoint exit cap rates range

from 7.0% to 7.25%

•

Management business, including

F&B business, net of public

company costs, is valued at the

current trading range of the Tier 1

peers: 9.6x-12.5x

•

The lower practical limit for

common equity value would be $0,

so in cases where the number

shown is negative, and assuming

the asset or entity values

estimated, other portions of the

capital structure would experience

value impairments so as to reflect

a zero or nominal positive value for

the common equity

Strictly Confidential

Closing Prices as of May 5, 2016

% of

Debt/

52-Week

Equity

Aggregate

EBITDAx

2015 EPS

Dividend

Trailing

Debt/Total

Price

High

Value

2016

2017

Payout

Yield

EBITDA

Market Cap

Tier 1 Peers

$22.04

72.4%

21,855

32,005

10.3x

9.7x

29%

1.3%

3.7x

33%

$48.94

81.6%

6,696

7,619

9.6x

9.0x

0.0%

1.8x

17%

$39.19

89.9%

9,253

9,792

12.5x

11.5x

83%

2.8%

2.2x

15%

$69.27

84.9%

17,748

21,759

11.2x

10.4x

27%

1.4%

2.5x

19%

$8.97

68.6%

908

1,356

10.8x

10.2x

0.0%

5.1x

39%

$81.36

92.8%

13,915

15,415

13.8x

13.4x

52%

1.8%

2.0x

15%

Average Tier 1

(1)

10.9x

10.2x

28%

1.1%

3.1x

25%

Min Tier 1

(1)

9.6x

9.0x

0.0%

1.8x

15%

Max Tier 1

(1)

12.5x

11.5x

83%

2.8%

5.1x

39%

Tier 2 Peers

$48.27

79.7%

2,747

3,368

13.2x

12.5x

35%

1.7%

3.4x

23%

$15.21

73.2%

3,127

5,516

9.1x

8.6x

18%

1.1%

4.6x

47%

$12.37

49.6%

1,546

3,174

8.6x

8.4x

0.0%

4.3x

53%

$70.48

79.8%

8,062

13,102

9.5x

9.0x

35%

2.8%

3.8x

39%

Average Tier 2

10.1x

9.6x

22%

1.4%

4.0x

40%

Min Tier 2

8.6x

8.4x

0.0%

3.4x

23%

Max Tier 2

13.2x

12.5x

35%

2.8%

4.6x

53%

Average

10.5x

9.9x

25%

1.2%

3.5x

32%

Hotel C-Corp Peers

MONROE VALUATION

Trading Comparables Analysis

Source

SNL Financial, Capital IQ, Morgan Stanley and Company reports

Project Roosevelt

•

The tier one peers’ 2016E EBITDA

multiple range is 9.6x to 12.5x

•

Starwood is the target of a

potential merger with Marriott so its

trading multiples are excluded from

the ranges used in valuation

(1)

Note

Starwood excluded from average, min, and max statistics due to its pending merger with Marriott

Strictly Confidential

$MM, as of 12/31/2015

2016

2017

Low

Mid

High

Low

Mid

High

EBITDAR

44.5

49.6

Clift and Hudson Rent

(8.1)

Adj. EBITDA

(1)

36.4

41.5

Peers' Multiple

9.6x

10.9x

12.5x

9.0x

10.2x

11.5x

Implied Value

348

396

457

375

423

479

Plus: NOLs

(2)

Plus: PV of Lost Contracts (Termination & Mgmt Fees)

Plus: Cash

Implied Gross Value

378

450

536

404

477

559

Less: Property Debt

(422)

Less: Liability to Subsidiary Trust

(50)

Less: Restaurant Lease Note

(5)

Less: Preferred Stock

(75)

Less: Preferred Stock Accrued Dividends

(3)

(58)

Less: Sasson / Masi Default Interest

(3)

Total Debt + Preferred

(4)

(613)

Net Value

(235)

(163)

(77)

(209)

(136)

(54)

Diluted Shares

36.4

$ / Share

($6.47)

($4.47)

($2.11)

($5.73)

($3.74)

($1.49)

Incremental EBITDA to Achieve 5/5/16 Share Price of $1.33

19.4

18.1

$ / Share (w/o NOLs)

($6.47)

($5.16)

($3.48)

($5.73)

($4.42)

($2.87)

Implied Monroe Valuation

MONROE VALUATION

Trading Comparables Analysis

Project Roosevelt

Source

SNL Financial, Capital IQ, Morgan Stanley and Company reports

Monroe trades at 14.8x aggregate

value / consensus 2016E EBITDA.

Consensus EBITDA of $44.5MM is 22%

above management’s projected

$36.4MM EBITDA. Monroe’s multiple

implied by management’s EBITDA

estimate is 18.0x

•

Application of peer EBITDA

multiples assumes comparable

reduction for rent in computing

EBITDA from EBITDAR

•

The lower practical limit for

common equity value would be $0,

so in cases where the number

shown is negative, and assuming

the asset or entity values

estimated, other portions of the

capital structure would experience

value impairments so as to reflect

a zero or nominal positive value for

the common equity

Common Stock

34.8

LTIP Units

0.9

Membership Units

0.1

Restricted Stock

0.1

Director Retainer Grants

0.5

Dilution from Stock Options

Dilution from Warrants

Dependent on Price

Shares Before Warrants

36.4

Warrant Dilution at Current Share Price

Share Price as of 05/05/16

$1.33

Warrants

12.5

Exercise Price

$6.00

Dilution

(5)

Total Shares Outstanding

36.4

Fully Diluted Share Count

Notes

EBITDA represents management projections, excludes $1.9MM of fees from lost contracts

NOL asset valued as 0% (low), 50% (mid) and 100% (high) of the total present value of Monroe accumulated NOLs as of 12/31/2015

Preferred stock accrued dividends as of 3/31/2016

Total Debt and Preferred excludes capital leases at Clift and Hudson; EBITDA is net of rent expense for both leases; Company has written down equity value in JV interest of Mondrian South Beach

to $0. JV interest and associated debt excluded from this analysis

Dilution from assumed exercise of 12.5MM warrants with $6.00 strike price (if in-the-money)

Strictly Confidential

MONROE VALUATION

Discounted

Unlevered

Cash

Flow

Analysis

Inputs

Project Roosevelt

Notes

Represents average remaining term of managements contracts for Monroe; yield of 15-year treasury obtained by interpolating the geometric midpoint of the spot rate between the 10-year and 20-year treasury

Per Capital IQ (Long-Term US Predicted Beta)

Company capital structure at 3/31/2016 composed of $48MM equity, $133MM preferred, and $483MM debt.

Weighted Average Cost of Capital

•

Cost of equity “floor” in High

WACC estimate based on

estimated cost of preferred

equity

•

Unquantified execution risks

–

Assumes 20% preferred

equity can be refinanced at

between 10% and 15% (high

WACC) for forecast period

•

Monroe’s weighted average

cost of capital not adjusted to

tax-affect the cost of debt due

to NOL tax shield

3(a)

Monroe WACC Analysis: CAPM Method

Assumption

Notes

Low

Mid

High

Risk Free Rate (R

)

Interpolated 15-year risk free rate

(1)

2.0%

Predicted Beta

U.S. Local Predicted Beta per Barra

(2)

1.87

Market Risk Premium (MRP)

Morgan Stanley estimated market risk premium

6.0%

Sensitivity Adjustment

+/-

0.0% from base

(1.0%)

Cost of Equity (K

)

Calculated using the Capital Asset Pricing Model

12.2%

13.2%

15.0%

Pre-tax Cost of Debt (KD)

Blended rate based expected current capital structure

(3)

5.8%

Post-tax Cost of Debt (K

)

5.8%

Cost of Preferred (K

)

10.0%

12.5%

15.0%

Debt + Pref / Total Capitalization

Based on expected capital structure

(3)

92.7%

Weighted Average Cost of

Capital (WACC)

* E/(D+E+P) + K

* (1-t) * D/(D+E+P)

+ K

* (1-t) * D/(D+E+P)

7.1%

7.7%

8.4%

Strictly Confidential

$MM, unless otherwise noted

Low

Mid

High

Total PV Unlevered Cash Flows

112

114

115

Plus: PV of Terminal Value

(4)

427

464

502

Gross Value

539

578

617

Less: Hudson Mortgage

(263)

Less: Delano Mortgage

(159)

Less: Liability to Subsidiary Trust

(50)

Less: Restaurant Lease Note

(5)

Less: Preferred Stock

(75)

Less: Accrued Unpaid Preferred Dividend

(58)

Plus: Cash

Plus: PV of NOLs

(6)

Implied Equity Value

(49)

(1)

# of Diluted Shares

36.4

Implied Price per Share

($1.36)

($0.02)

$1.35

Implied Price per Share (w/o NOLs)

($1.61)

($0.54)

$0.52

Present Value Summary

(5)

MONROE VALUATION

Discounted Unlevered Cash Flow Analysis

Project Roosevelt

As of 3/31/2016

•

Assumptions

–

Unlevered Discount Rate:

7.1%-8.4% (all terminal

values discounted at 8.7%)

(4)

–

Exit EBITDA Multiple for

Management Company and

Owned Hotels of 11.5x –

13.5x

–

Reflects blended exit

multiple of long term sector

averages +/-

1.0x

–

Assumes going concern

valuation: no transaction

costs

•

Unquantified execution risks

–

Forecast period: assumes

20% preferred equity can be

refinanced at between 10%

and 15% (high WACC)

–

Terminal period:

assumes

going concern achieves

ability to attract preferred

equity at a 10% cost of

capital

(4)

3(a)

$MM, unless otherwise noted

2016E

2017E

2018E

2019E

2020E

Owned Hotel EBITDA (After Rent)

31.1

33.5

35.9

36.8

37.9

Management Co. EBITDA

7.3

7.9

9.5

13.2

13.6

F&B EBITDA

3.0

3.2

3.3

3.5

3.6

Corporate G&A

(3.1)

(3.2)

(3.3)

(3.4)

Total EBITDA

38.3

41.5

45.6

50.1

51.7

Termination Fees

10.8

Capex

(6.7)

(9.8)

(8.1)

(8.3)

Sason / Massi Default Interest

(3.0)

Other Cash Flow Adjustments

(2)

(7.1)

(1.6)

(2.5)

(1.7)

Monroe Unlevered Cash Flow

32.3

30.1

35.0

40.1

Monroe Unlevered Free Cash Flows

(1)

$MM, unless otherwise noted

Low

Mid

High

2020E

Multiple

Total EBITDA

51.7

11.5x

12.5x

13.5x

Terminal Value

594.5

646.2

697.9

PV of Terminal Value

(4)

427.2

464.4

501.5

Terminal Values

Notes

Based on management estimates 2016 – 2019; 2020 based on 2019 grown at 3% (pipeline incentive fees grown at 6%)

Includes working capital changes, proceeds from asset sales (2016 only), and restructuring, development, and disposal costs

Management company EBITDA shown includes F&B EBITDA

Terminal value assumes going concern achieves more typical capital structure. Utilizes tier 1 lodging long term beta of 1.3, risk free rate of 2.0%, market risk premium at 6%, and weighting of 30% debt

and 10% pref to total capitalization based on tier 1 lodging comps to calculate WACC

Preferred equity, cash, and mortgage balances shown as of 3/31/2016, present value summary assumes no terminal value for Clift leasehold or Mondrian SoHo termination fee / settlement

Represents present value of remaining NOLs at the end of the projection period (Year 2019) discounted back to present (Year 2015) – value shown at 25%, 50%, and 75% in low, mid, and high case,

respectively

Strictly Confidential

$MM, unless otherwise noted

Low

Mid

High

FV of Terminal Value

595

646

698

Plus: FV of NOLs

(3)

FV of Gross Value

607

672

738

Less: Hudson Mortgage

(229)

Less: Delano Mortgage

(139)

Less: Liability to Subsidiary Trust

(50)

Less: Preferred Equity

(4)

(226)

(209)

(193)

Less: Cash Balance

(18)

FV of Terminal Equity Value

(56)

108

(x) PV Factor

69%

PV of Terminal Equity Value

(38)

Plus: PV of Levered Cash Flows

(54)

(55)

(56)

PV of Total Equity Value

(92)

(37)

# of Diluted Shares

36.4

Implied Price per Share

($2.53)

($1.01)

$0.52

Implied Price per Share (w/o NOLs)

($2.77)

($1.49)

($0.23)

Terminal Value Summary

(2)

MONROE VALUATION

Notes

Discounted Levered Cash Flow Analysis

Project Roosevelt

As of 3/31/2016

•

Assumptions

–

Preferred equity continues PIK

with no cash component

–

Cost of Equity: 12.2%-15.0%

–

Exit EBITDA Multiple for Total

EBITDA of 11.5x –

13.5x

–

Reflects blended exit multiple

of long term sector averages

+/-

1.0x

–

Assumes going concern

valuation: no transaction costs

•

Unquantified execution risks

–

Forecast period: assumes

preferred equity coupon

increasing to 20% in 4Q 2016

can refinanced at between 10%

(low WACC) and 15% (high

WACC)

–

Cost of equity floor set by

preferred coupon

–

Terminal period: assumes

going concern achieves ability

to attract preferred equity at a

10% cost of capital

(4)

$MM, unless otherwise noted

2016E

2017E

2018E

2019E

2020E

Total EBITDA

(1)

38.3

41.5

45.6

50.1

51.7

Interest Expense

(29.5)

(24.7)

(24.5)

Capex

(6.7)

(9.8)

(8.1)

(8.3)

Debt Yield Test & Lease Note Repayment

(29.7)

(55.0)

(1.0)

(8.1)

Other Cash Flow Adjustments

(0.5)

(2.8)

(3.8)

(3.1)

Monroe Levered Cash Flow

(28.0)

(50.8)

8.2

6.1

Monroe Levered Cash Flows

3(b)

Based on management estimates 2016 – 2019; 2020 based on 2019 grown at 3% (pipeline incentive fees grown at 6%)

Terminal Value summary assumes no terminal value for Clift leasehold or Mondrian SoHo termination fee / settlement

Represents present value of remaining NOLs at the end of the projection period (Year 2019)

and 10% pref to total capitalization based on tier 1 lodging comps to calculate WACC

Strictly Confidential

Price per Share, $

(1)

MONROE VALUATION

Preliminary Illustrative Summary Valuation

Unaffected Price

(5/5/16)

$1.33

•

One research analyst covers Monroe;

$1.30 price target released the day after

Company’s 4Q15 earnings call

•

Consensus 2016E EBITDA estimate of

$44.5MM compared to management

projected $36.4MM (22% delta)

Project Roosevelt

Notes

Negative per share values curtailed at $0.00

Based on Tier 1 peers which include BEL, H, HLT, IHG, and MAR

EBITDA used to determine going concern value does not include lost contracts or termination payments, instead the present value of these cash flows were included in the analysis to obtain a company per share value

Terminal value assumes going concern achieves more typical capital structure. Utilizes Tier 1 lodging long term beta of 1.3, risk free rate of 2.0%, market risk premium of 6%, and weighting of 30% debt and

10% pref

to total capitalization based on Tier 1 lodging comps to calculate WACC

Monroe Equity Value Per Share (Standalone Case)

SOTP

•

Owned asset valuations based on

DCF and private market bids

•

Management Co. based on comps

2016E EBITDA

Multiples

Valuation Analysis:

Market Reference:

Trading Comps

•

2016E EBITDA Multiples

Methodology

•

Single broker with current

estimates

Broker Price Target

DCF (Unlevered)

•

4-year projected unlevered cash flows

•

Tier one comps 2016E EBITDA range of

9.6x

to 12.5x

–

$36.4MM Proj. 2016 EBITDA

•

$25MM of NOL Value at the mid-point

3(a)

•

Owned asset valued at range of bids,

DCF valuations, and BOVs

–

Discount Rate: 7.0%-9.0%

–

Exit Cap Rate: 7.0%, 7.25% for Clift

–

EBITDA multiple for Management

Business, F&B, and public company

costs: 9.6x-12.5x (tier one comps)

•

$25MM of NOL value at the mid-point

•

Discount Rate: 7.1%-8.4%

•

Exit EBITDA Multiple for Owned Hotels

and Mgmt Business: 11.5x-13.5x

DCF (Levered)

•

4-year projected levered cash flows

•

Excludes Unidentified Contracts

3(b)

•

Cost of Equity: 12.2%-15.0%

•

Exit Total EBITDA Multiple: 11.5x-13.5x

Trousdale

Offer

$2.25

$1.30

$0.00

$3.28

$1.35

$0.52

0.00

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

(2)(3)

(4)

Strictly Confidential

Selected Outreach / “Market Checks”

THIRD-PARTY ALTERNATIVES

Project Roosevelt

Accor

•

Potential interest in the management company but not the real estate

•

Little time to focus on this situation given Fairmont closing process and another shareholder situation

Dogan Holdings

•

Unsolicited

inbound

received

from

Turkish

conglomerate

with

“authorization”

“pay

$90MM”

for

the

common

equity

the

company

(an implied per share value of approximately $2.50 per share), though no other detail provided (financing, diligence requirements, etc.)

Hilton

•

Showed minimal interest in the platform

Blackstone

•

Involved in asset sale process; familiar with two major components of value

•

On March 14, indicated they saw value of management company “around $50MM” and declined to move forward

KSL Capital

•

Submitted offer to merge with a KSL portfolio company that has since been sold; familiar with components the business

•

Initial estimates in the $2/sh range

Wyndham

•

Declined to participate based on timing and real estate component

Hyatt Hotels

•

Indicated previously submitted offer (May 18, 2015) of $200MM for the management/license contracts remains valid

•

bid

revenue

multiple

NTM

revenue

place

time

bid

implies

OpCo

value

approx.

$130MM

($1.89/share

)

•

Did not sign NDA or otherwise engage

Starwood Capital

•

Had conversation week of March 7 and understand timeline. Have not responded with updated valuation thoughts

Marriott

•

Indicated that they are not interested

21c Museum Hotels

•

Participated in previous process with interest in a merger or strategic partnership; potentially interested in a WholeCo bid

•

Unclear on sources of capital

Paris Inn Group

•

Submitted attractive bid in first round during 2015 process, but unable to provide certainty around financing

•

Remain interested in Monroe but current timeline not feasible from a diligence or financing perspective

Carlton Strategic

Ventures

•

Submitted bid for $540MM for Hudson and Delano (both encumbered); proceeds to retire preferred equity; full offer included several

exchanges of rights and options

Jin Jiang

•

Have shown little interest in this platform to date

(1)

(2)

Notes

1. Under the terms in Carlton Strategic Ventures’s offer, Monroe would receive: HMA for Cap Juluca (CSV is currently under contract to acquire from Starwood Capital) for 2.5%

fee on all hotel and F&B revenue(1), opportunity to purchase 3.5% 20 Times Square for $12MM, potential access to $20MM of key money funding through a fully accruing 2-

year term loan at 10% coupon or acquiring shares of stock. CSV to receive: guest lists for each of Monroe’s properties for the past 10 years, 18MM warrants to purchase

Monroe shares at a price of $1.25 per share(2), two board seats (Howard Michaels as Vice Chairman and David Tessier as Monroe CEO), veto rights on all capital event,

asset, investment, personnel and other management decisions, 30-day exclusivity; breakup fee of $10MM; termination permissible only if asset sale price is $560MM or

greater. No reference to diligence requirements or timing

2. At time of bid, assumed owned hotels sold for $560MM

Strictly Confidential

On May 13, 2016, approximately 106K Restricted Share Units (previously granted Director Retainer Grants) will vest, converting to Common Shares

Represents the annual director retention grants that will be issued on May 12, 2016. Each director will receive $100K in grants

There are currently nine Monroe board members, and the calculation assumes Brad Nugent and Adam Stein decline their grants per historical

shareholder policy precedent set by the shareholders they represent (Yucaipa and Pine River, respectively) resulting in $700K of annual director

retention grants issued; sources and uses estimate assumes grant price of $1.91 as of May 6, 2016 close

Common Share Count Calculation

Project Roosevelt

Notes

2016-05-08 Project Roosevelt -Monroe Equity Capitalization v1.pptx\08 MAY 2016\2:17 PM\2

Source

Monroe Management

As of May 7, 2016

(1)

Applied Share Count

Outstanding

Strike Price

In The

Money?

Standalone

Valuation

Sources and Uses

Shares Estimate

Common Shares

34,768,044

Yes

34,768,044

RSUs

123,987

Yes

123,987

LTIPs

913,423

Yes

913,423

Membership Units

75,446

Yes

75,446

Director Retainer Grants

(2)(3)

TBD ($100K per Director)

Yes

526,316

366,492

Stock Options

208,015

$13.19 - $20.50

Warrants

12,500,000

$6.00

Common Share Equivalents

36,407,216

36,247,392

Monroe Equity Capitalization

Strictly Confidential

Disclaimer

2016-05-07 Project Roosevelt Fairness Presentation_v26 (Post Committee).pptx\08 MAY 2016\1:19 AM\33

Project Roosevelt

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