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Seniorcare March 2014 INVESTOR Inside the World of Senior Care Mergers, Acquisitions and Finance Since 1948

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Seniorcare March 2014 INVESTOR Inside the World of Senior Care Mergers, Acquisitions and Finance Since 1948 THE Volume 26, Issue 3 SeniorCare March 2014 INVESTOR INSIDE THE WORLD OF SENIOR CARE MERGERS, ACQUISITIONS AND FINANCE SINCE 1948 IN THIS ISSUE MARRIAGE OF BROOKDALE AND EMERITUS After rumors had been swirling for months, dating back to the NIC Confer- Creating The Largest Seniors Housing Company Ever ence in October, Brookdale Senior Liv- ing finally announced a deal to acquire Emeritus Senior Living in a transaction e have been talking about shares of Brookdale for each of their valued at $2.8 billion. the rumors of a merger shares, and Brookdale will assume between Brookdale Se- about $1.4 billion in mortgage debt. See page 1 W nior Living (NYSE: BKD) and Brookdale will also assume a boatload Emeritus Senior Living (NYSE: of lease obligations, but more on that ... ESC) for a few months, including later. The valuation of the purchase is SNFs Set Record Price on the front page of this newsletter complicated by the different kinds of The average price per bed for skilled nursing facilities shattered the previous back in November. In that story, we leases from a GAAP accounting per- record, and independent living commu- mentioned three rumored suitors, spective. After capitalizing the leases nities also set a record average price per and we got two of them right. But with an 8% cap rate (which we believe unit in 2003. The full details will be pub- lished later this month in the 19th Edition all along, we truly thought they were is low), we derive a price per unit of of The Senior Care Acquisition Report. rumors because it just didn’t make about $165,000 and a cap rate just See page 1 sense for the buyers. above 7%. Admittedly rough, but it is the question that is always asked. This ... Brookdale was the eventual also does not take into account cost and Platinum Healthcare Scores “winner,” paying a 32% premium revenue synergies and simply looks at See page 4 to Emeritus shareholders in the $2.8 the fourth quarter results for Emeri- billion transaction where Emeri- tus. The CEO of Emeritus, Granger ... tus shareholders will receive 0.95 ...continued on page 2 Seniors Housing Acquisitions See page 10 SNFS SET RECORD AVERAGE PRICE ... Independent Living Also Hits A New High In Bull Market Skilled Nursing Acquisitions See page 16 ven with the 100 basis point in interest rates always have a lagging increase in interest rates in impact on cap rates, and with the buyers ... the second quarter of 2013 in the market using a higher proportion Financing News E (as measured by the 10-year Trea- of equity than in the past, combined See page 20 sury rate), there was no let-up in with floating rates (LIBOR) still at his- demand for seniors housing assets, toric lows, the buying binge continued ... especially the higher-end proper- unabated. REITs ties in good locations. During the See page 22 summer, there was a pause in the The big news for 2013 was that market as buyers tried to determine a new price-per-bed record was set in ... what the ultimate impact of the in- the skilled nursing acquisition market, People On The Move terest rate rise would be, but there shattering the record set in 2010 when seemed to be little impact on cap the average price hit $62,500 per bed. See page 23 rates. The reality is that changes ...continued on page 19 SeniorCare_Inv www.seniorcareinvestor.com Page 2 The SeniorCare Investor March 2014 continued from page 1... Cobb, will retire from his executive positions and join the Brookdale board, Andy Smith will remain as CEO and Mark Ohlendorf will remain as president and CFO, although those two functions should be split up. It is not known how many of ESC’s senior operating people will join Brookdale, but we would imagine some of them will be floating their resumes in the market. As we stated when the transaction was announced, this is a great deal for Emeritus shareholders, and it wasn’t a secret that founder Dan Baty had been looking for an exit strategy. Before any cleansing divestitures, the com- bined entity will have 1,161 communities with 112,694 units, of which 49% are leased, 34% are owned and 17% managed. By care segment, 52% are assisted living, 26% are independent living, 12% are Alzheimer’s care, 5% are entrance-fee independent living and 5% are skilled nursing. The number of leased buildings is expected to decline, as management has stated they are planning to exercise purchase options for more than $2.0 billion of properties across both portfolios. We agree that real estate The SeniorCare Investor ownership provides financial flexibility and reduces the cash flow impact of the lease escalators down the road, ISSN#: 1075-9107 but financial flexibility will not be the problem. Published Monthly by: Irving Levin Associates, Inc. 268-1/2 Main Avenue Across all of health care, from senior care to hos- Norwalk, CT 06851 pitals to home health care and even the pharmaceutical (203) 846-6800 Fax (203) 846-8300 [email protected] sector, bigger is not always better. In fact, it rarely is after www.seniorcareinvestor.com reaching a certain size. There is, of course, no definition of what that size is. Many people we have spoken to over Publisher: Eleanor B. Meredith the years thought that 500 properties was the maximum for Editor: Stephen M. Monroe seniors housing and care, with many not comprehending Advertising: Jeanne Aloi how they would manage 200 to 300. At more than 1,100 properties, we have to believe dis-economies of scale Single Subscription Rate: $697 Multiple Subscription Rate: $1,997 would be kicking in. © 2014 Irving Levin Associates, Inc. Much has been made of the cost savings and cost All rights reserved. Reproduction or quotation in whole or synergies from this transaction as well as the overlay of part without permission is forbidden. services, increasing the base for ancillary services across both portfolios and the 100,000 residents who spend $4.5 This publication is not a complete analysis of every material fact regarding any company, industry or security. Opinions expressed billion each year on health care, and capturing 1% of that, are subject to change without notice. Statements of fact have been or $45 million. That number could be larger or smaller, but obtained from sources considered reliable but no representation is that is revenues and not incremental cash flow. And it is made as to their completeness or accuracy. This Firm or persons a maybe. Orchestrating those cost savings and synergies, associated with it may at any time be long or short any securities mentioned in the publication and may from time to time sell or other than the easy part of duplicative corporate office buy such securities. POSTMASTER: Send address changes to The expenses, is going to be difficult, to say the least. While SeniorCare Investor, 268-1/2 Main Avenue, Norwalk, CT 06851. we don’t know how many executive directors leave their SeniorCare_Inv www.seniorcareinvestor.com March 2014 The SeniorCare Investor Page 3 The Providers CURRENT ADJUSTED % CHANGE % CHANGE PRICE P/E FROM FROM 52-WEEK RANGE COMPANY TICKER 2/28/14 RATIO(1) PRIOR MONTH 1/1/14 HIGH LOW Skilled Nursing AdCare Health Systems ADK $4.34 12.4 7% 1% $6.26 $3.62 Diversicare Healthcare(2) DVCR 5.49 14.0 5 18 5.75 4.45 Ensign Group ENSG 39.60 7.4 -6 -11 46.39 30.85 Kindred Healthcare KND 21.66 10.0 14 10 22.09 9.75 National HealthCare NHC 51.50 6.3 -1 -4 56.69 44.68 Skilled Healthcare Group SKH 4.81 10.0 5 0 7.51 4.08 Assisted/Independent Living Brookdale Senior Living BKD 33.54 13.2 22 23 33.69 24.42 Capital Senior Living CSU 25.42 16.1 13 6 27.90 19.87 Emeritus Corporation ESC 31.53 13.4 43 46 31.93 18.15 Five Star Quality Care(3) FVE 5.79 9.7 7 5 6.87 4.41 (1) Adjusted P/E = (market cap + total debt + capitalized leases - cash)/annualized EBITDAR based on the most recent quarter. The rate used to capitalize the leases is 10.0%. (2) The company changed its name from Advocat in March 2013. (3) The P/E ratio is based on partial Q:3 data. jobs each year, we would guess that a five-year stay would munity to community. Now you add in the 500 Emeritus be on the high side. That means replacing more than 200 properties, and you are going to have a brand? Perhaps in of these key employees each year, and the same goes for name, but they were built or bought from a wide variety other staff members who probably have a higher turnover of developers and sellers, with an equally wide variety of rate. The point is that the financial engineering discussed quality. Besides, one stays in a Marriott hotel many times, as part of the rationale for the transaction only goes so while one makes a decision about seniors housing once or far, and if all the employees are not walking the walk, twice (yourself and/or a parent), if at all. In other words, there are going to be mistakes, problems, and Frontline unlike a Marriott, you don’t have much repeat business. knocking on the door, which would be very unfortunate, and not just for Brookdale. The other problem we have is that we believe Brook- dale is the better company, meaning that its properties The other aspect of the deal that has been touted on average are better than the Emeritus properties, and is a national branding campaign under the Brookdale Brookdale was gaining more traction since the recession banner with more than 1,100 communities and 6.5 mil- than Emeritus.
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