The document analyzes and provides recommendations regarding the proposed spinoff of HCP's HCR ManorCare portfolio into a new company. Key points include: HCP is spinning off 320 skilled nursing, post-acute, and senior housing facilities into a new REIT that will be majority leased by HCR ManorCare; the spinoff is intended to insulate HCP from risks associated with HCR ManorCare, which has faced financial struggles; the new company will need to establish its identity and consider opportunities such as stabilizing operations, pursuing consolidation in the fragmented SNF industry, or taking a more active role in HCR ManorCare's management.
An Employee Stock Ownership Plan (“ESOP”) is a tax qualified retirement plan which is designed to invest primarily in stock of the sponsor corporation. Under §4975 of the Internal Revenue Code of 1986, as amended (the “Code”) and §§406 and 408 of the Employee Retirement Income Security Act of 1974 (“ERISA”), ESOPs are the only type of retirement plan that can borrow money from (or obtain loans guaranteed by) a party in interest (an “exempt loan”).
Ocfn small cap growth strategy q 1 2013 overview wieTKO Stocks
Omega Commercial Finance Corp (OCFN) Company Overview and Growth Strategy including their Mission Statement, Company Officers and more. Visit http://www.tkostocks.com/ for our OCFN Report and Company Profile.
Published Spring 2011 in Boston Bar Association’s Business Law Section Newsletter
SES Advisors’ Rob Edwards coauthored this article, which summarizes the special treatment of ESOPs, explains how leveraged ESOPs work and discusses key ESOP valuation concepts that apply to ESOP transactions.
An Employee Stock Ownership Plan (“ESOP”) is a tax qualified retirement plan which is designed to invest primarily in stock of the sponsor corporation. Under §4975 of the Internal Revenue Code of 1986, as amended (the “Code”) and §§406 and 408 of the Employee Retirement Income Security Act of 1974 (“ERISA”), ESOPs are the only type of retirement plan that can borrow money from (or obtain loans guaranteed by) a party in interest (an “exempt loan”).
Ocfn small cap growth strategy q 1 2013 overview wieTKO Stocks
Omega Commercial Finance Corp (OCFN) Company Overview and Growth Strategy including their Mission Statement, Company Officers and more. Visit http://www.tkostocks.com/ for our OCFN Report and Company Profile.
Published Spring 2011 in Boston Bar Association’s Business Law Section Newsletter
SES Advisors’ Rob Edwards coauthored this article, which summarizes the special treatment of ESOPs, explains how leveraged ESOPs work and discusses key ESOP valuation concepts that apply to ESOP transactions.
FIN 571 FINAL EXAM - FIN 571 FINAL EXAM Questions and Answers | TranswebetutorsTransweb E Tutors
Transwebetutors is providing you online learning material and study guide . Now exams will became much more easier than earlier. Transwebetutors is one of the best online learning tutorial store that provides you study material regarding FIN 571 Final Exam . Under this portal you will get study material regarding each topic. We help our students to get best of the help and study guide so that they can boost up their exams. Under FIN 571 Final Exam you will be getting sample paers, Quiz, Question and answer and much more . Under this online learning tutorial website students feel studies much more easy and interesting.
Diane Fanelli discusses rebalancing as an option for ESOPs. Barbara Krumbhaar details all you need to know about plan record retention including what documents should be kept, for how long and by whom. Steven Greenapple answers a frequently asked client question about whether a pass-through vote is needed for an ESOP company stock sale.
Solutions Manual for Advanced Accounting 11th Edition by BeamsZiaPace
Full download : https://downloadlink.org/p/solutions-manual-for-advanced-accounting-11th-edition-by-beams/ Solutions Manual for Advanced Accounting 11th Edition by Beams
Colorado Opportunity Zones - What are they, why are they important, where are they, and how you can potentially utilize them as a business owner and / or an investor.
FIN 571 FINAL EXAM - FIN 571 FINAL EXAM Questions and Answers | TranswebetutorsTransweb E Tutors
Transwebetutors is providing you online learning material and study guide . Now exams will became much more easier than earlier. Transwebetutors is one of the best online learning tutorial store that provides you study material regarding FIN 571 Final Exam . Under this portal you will get study material regarding each topic. We help our students to get best of the help and study guide so that they can boost up their exams. Under FIN 571 Final Exam you will be getting sample paers, Quiz, Question and answer and much more . Under this online learning tutorial website students feel studies much more easy and interesting.
Diane Fanelli discusses rebalancing as an option for ESOPs. Barbara Krumbhaar details all you need to know about plan record retention including what documents should be kept, for how long and by whom. Steven Greenapple answers a frequently asked client question about whether a pass-through vote is needed for an ESOP company stock sale.
Solutions Manual for Advanced Accounting 11th Edition by BeamsZiaPace
Full download : https://downloadlink.org/p/solutions-manual-for-advanced-accounting-11th-edition-by-beams/ Solutions Manual for Advanced Accounting 11th Edition by Beams
Colorado Opportunity Zones - What are they, why are they important, where are they, and how you can potentially utilize them as a business owner and / or an investor.
BOSTON WHALER 170 Outrage, 1996, £12,950 For Sale Brochure. Presented By yach...Wolfgang Stolle
BOSTON WHALER 170 Outrage
Poole United Kingdom
Boston Whaler 170 Outrage (1996 Model) With Single Yamaha 4 Stroke 115 Hp (2001 Model). A Well Kept Example Of A Very Popular Model In The Boston Whaler Range. Fully Comprehensive Specification And Recently Serviced, Replaced Engine And New Cabling, Ready For Immediate Delivery. The Boston Whaler 170 Outrage Is On Eof The Most Popular In The Boston Whaler Range And Viewing This Immaculate Vessel Is Highly Recommended. Please Contact A Member Of Our Team At Carine Yachts To Arrange A Viewing.
For Sale Brochure. Presented By yachtingelite.com. Visit Site http://www.yachtingelite.com by yachtingelite.com. Real Estate,Luxury Property
Mercer Capital's Value Focus: Insurance Industry | Q2 2015Mercer Capital
Mercer Capital’s Insurance Industry newsletter is a quarterly publication providing perspective on valuation issues pertinent to insurance brokers, underwriters, and other industry professionals. Each issue includes a segment focus, market overview, mergers and acquisitions review, and more.
Mercer Capital's Value Focus: Insurance Industry | Q3 2015Mercer Capital
Mercer Capital’s Insurance Industry newsletter is a quarterly publication providing perspective on valuation issues pertinent to insurance brokers, underwriters, and other industry professionals. Each issue includes a segment focus, market overview, mergers and acquisitions review, and more.
Why Own Safeguard?
- Full Value Yet to be Realized
- Ownership Stakes in Exciting Partner Companies
- Top Performance of Proven Team
- Financial Strength, Flexibility and Liquidity
- Strong Alignment of Interests
Forward-Looking Statements
Statements contained in this presentation that are not historical facts are forward looking statements which involve certain risks and uncertainties including, but not limited to, risks associated with the uncertainty of managing rapidly changing technologies, limited access to capital, competition, the ability to attract and retain qualified employees, our ability to execute our strategy, the uncertainty of the future performance of our partner companies, acquisitions and dispositions of additional partner companies, the inability to manage growth, government regulation and legal liabilities and the effect of economic conditions in the business sectors in which our partner companies operate, negative media coverage and other uncertainties as described in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.
Safeguard does not assume any obligation to update any forward looking statements or other information contained in this presentation.
Why Own Safeguard?
- Full Value Yet to be Realized
- Ownership Stakes in Exciting Partner Companies
- Top Performance of Proven Team
- Financial Strength, Flexibility and Liquidity
- Strong Alignment of Interests
Forward-Looking Statements
Statements contained in this presentation that are not historical facts are forward looking statements which involve certain risks and uncertainties including, but not limited to, risks associated with the uncertainty of managing rapidly changing technologies, limited access to capital, competition, the ability to attract and retain qualified employees, our ability to execute our strategy, the uncertainty of the future performance of our partner companies, acquisitions and dispositions of additional partner companies, the inability to manage growth, government regulation and legal liabilities and the effect of economic conditions in the business sectors in which our partner companies operate, negative media coverage and other uncertainties as described in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.
Safeguard does not assume any obligation to update any forward looking statements or other information contained in this presentation.
Market Outlook: Hedge Funds 2017 – Discover the Changing OutlookFIS
The hedge fund industry has ridden out a very tough period, leaving the truly tried and tested funds next to newcomers of the highest quality.
Keeping up with the demands made by prime brokers, regulators and investors will require top-notch management of resource and operations. These can help to control costs and deliver outperformance by enabling a greater level of agility to handle challenging markets.
To enable a more flexible operational base within their firms, hedge fund managers need to assess their existing provision of IT and services, along with partner relationships.
View this slideshow to discover the changing outlook for hedge funds from their own perspective as well as from key market analysts.
Sense Levent Kagithane Catalog - Listing TurkeyListing Turkey
Sense Levent offers a luxurious living experience in the heart of Istanbul’s vibrant Levent district.
This cutting-edge development seamlessly integrates modern design with natural elements, featuring live evergreen plants maintained by an advanced irrigation system, ensuring lush greenery year-round.
The building’s elegant ceramic balconies are both stylish and durable, enhancing the overall aesthetic and functionality. Residents can enjoy the 700m Sky Lounge, which provides breathtaking views of Istanbul and a perfect space to relax and unwind.
Sense Levent promotes a healthy and active lifestyle with a full gym, swimming pool, sauna, and steam room, all available in the building. The interiors are crafted with high-quality materials, ensuring a luxurious and inviting living space.
Designed with young professionals in mind, Sense Levent features 1+1 and 2+1 units with smart floor plans and balconies. The project promises high investment returns, with an expected annual return of 6.5-7%, significantly above Istanbul’s average ROI.
Located in the rapidly growing and highly desirable Levent area, the development benefits from ongoing urban regeneration projects. Its prime location offers proximity to shopping malls, municipal buildings, universities, and public transportation, adding immense value to your investment.
Early investors can take advantage of discounted units during the construction phase, with an expected capital appreciation of +45% USD upon completion. Property Turkey provides comprehensive rental management services, ensuring a seamless and profitable investment experience.
Additionally, robust legal support and significant tax advantages are available through Property Turkey’s licensed Real Estate Investment Fund. Levent is a dynamic urban hub, ideal for young professionals with its numerous corporate headquarters and shopping malls.
Sense Levent is more than just a residence; it’s a place where dreams and opportunities come to life. Contact us today to secure your place in this exclusive development and experience the best of Istanbul living. Sense Levent: Sense the Opportunity. Live the Dream.
https://listingturkey.com/property/sense-levent/
Urbanrise Paradise on Earth - Unveiling Unprecedented Luxury in Exquisite Vil...JagadishKR1
Immerse yourself in the epitome of luxury living at Urbanrise Paradise on Earth. These opulent 4 BHK villas, nestled off the prestigious Kanakapura Road in Bangalore, redefine elegance and sophistication. With meticulous craftsmanship, breathtaking design, and unparalleled amenities, Urbanrise Paradise on Earth offers a sanctuary where every moment is infused with luxury and serenity. Experience a life of grandeur and indulgence at this exclusive residential enclave.
Scanning tenants in NYC requires a thorough and compliant approach to ensure you find reliable renters. For a positive rental experience, consider hiring a property management service. Belgium Management LLC specializes in NYC rental property management and tenant relationship management. We prioritize tenant satisfaction, making us a trusted name in New York property management. Our dedicated team ensures tenants feel valued and supported throughout their lease.
Elegant Evergreen Homes - Luxury Apartments Redefining Comfort in Yelahanka, ...JagadishKR1
Experience unmatched luxury at Elegant Evergreen Homes, offering exquisite 2, 3, and 4 BHK apartments in the serene locality of Yelahanka, Bangalore. These meticulously crafted homes blend modern design with timeless elegance, providing a harmonious living environment. Enjoy top-tier amenities and a prime location, making Elegant Evergreen Homes the ideal choice for discerning homeowners.
Brigade Insignia offers meticulously designed apartments with modern architecture and premium finishes. The project features spacious 3,3.5,4 and 5 BHK units, each thoughtfully planned to provide maximum comfort, natural light, and ventilation.
https://www.newprojectbangalore.com/brigade-insignia-yelahanka-bangalore.html
Keep Your Home Naturally Cool and Warm Out Change in Seasons
Vinra Construction is a private limited company registered under the ROC. The management has an experience of over 15 years of understanding the needs and delivering apt solutions to the end users We are providing turnkey solutions in construction fields. like Construction, Interior Designing Facility Management, Plantation Management, etc..
Vinra Construction Tech Enabled Company for Eco-Friendly Home Construction
Contact With Vinra for a Greener Future >>> Call us @ 888 4898 765
Simpolo Tiles & Bathware
Tile ho,
toh Simpolo.
Since the first steps were taken in 1977, Simpolo Ceramics has carved its niche as a consistently growing organisation with unparalleled innovation and passion rooted in simplicity.
We endure gratification for every experience we offer, created to share something meaningful. It may not resonate with the majority, but that makes us a class apart. If only a handful were to understand the purpose of our existence, we would be proud to have found our believers. Rather, people with whom we can share our beliefs.
VISUALIZER
Design your space in your style with our very own Visualizer. Now, you can choose the tiles of your liking from our wide selection and see how they would look in a space. Select the tile from the multiple options and the visualiser will replace the surfaces in the image with the selected tiles. This way, instead of just your imagination, you can choose the tiles for your place by getting an actual picture of how they would look in a space. So, design your space the way you desire digitally and implement it in real life to get the best results!
You can also share this visualiser with others to help them design their space.
Committed to delighting customers with world-class ceramic products and services. Make Simpolo synonymous with the best quality and set new benchmarks of excellence for all stakeholders. Pursue best business practices with utmost integrity to make Simpolo an exciting organisation to work with, for vendors, channel partners, investors and employees alike.
Gain worldwide recognition in the field of ceramic building products through Research and Innovation and bring an enhanced lifestyle within reach for every household.
Lixin Azarmehr, a Los Angeles-based real estate development trailblazer, co-founded JL Real Estate Development (JL RED) in 2015 and serves as its CEO. Her expertise has propelled the firm to specialize in luxury residential and mixed-use commercial projects, with a portfolio that features upscale retail spaces and sophisticated care facilities.
The SVN® organization shares a portion of their new weekly listings via their SVN Live® Weekly Property Broadcast. Visit https://svn.com/svn-live/ if you would like to attend our weekly call, which we open up to the brokerage community.
Need MCA leads? No sweat! MCAs are great for small biz funding. Learn how to snag top-notch leads: businesses needing cash, with repayment ability, decision-makers, and accurate contacts. Use content, social ads, lead platforms, partnerships, and capture processes for quality leads.
https://www.leadgeneration.media/blog/b/streamline-your-mca-sales-process-with-pre-qualified-leads
The KA Housing - Catalogue - Listing TurkeyListing Turkey
Welcome to KA Housing, a distinguished real estate development nestled in the heart of Eyüpsultan, one of Istanbul’s most promising districts.
Just 10 minutes from the bustling city center, Eyüpsultan offers a serene escape with the convenience of urban living. The direct metro line ensures seamless connectivity to all parts of Istanbul, making it an ideal location for residents who seek both tranquility and vibrancy.
KA Housing boasts unparalleled accessibility, with proximity to Istanbul Airport only 30 minutes away, facilitating easy international travel. Effortless city access is guaranteed by direct metro and transportation links to Istanbul’s cultural and commercial hubs. Quick access to key metro lines connects you to every corner of the city within minutes, making commuting and exploring the city hassle-free.
The development offers luxurious living spaces with a range of unit layouts from 1+1 to 4+1, designed with meticulous attention to detail. Each unit features balconies or terraces, providing stunning vistas of Istanbul and enhancing the living experience. High-quality materials and superior craftsmanship ensure durability and elegance, while sound-proof insulation and high ceilings (2.95 m) offer comfort and sophistication.
Residents of KA Housing enjoy exclusive on-site amenities, including a state-of-the-art gym, outdoor swimming pool, yoga area, and walking paths. Entertainment options abound with a private cinema, children’s playground, and a variety of dining options including a café and restaurant. Security and convenience are paramount with 24/7 security, a dedicated carpark garage, and an IP intercom system.
KA Housing represents a prime investment opportunity with limited availability in a high-demand area, ensuring enduring value and potential for lucrative returns. Homes in this development provide exceptional value without compromising on quality, offering affordable luxury for discerning buyers. The construction is of the highest quality, built to the latest seismic and disaster resistance standards, ensuring safety and resilience.
The community and surroundings of KA Housing are enriched by close proximity to prestigious universities such as Haliç University, Bilgi University, and Istanbul Ticaret University, making it an ideal location for students and academics. The development is adjacent to the Alibeyköy stream leading into the Halic waters, offering serene natural escapes amidst lush greenery. Residents can enjoy the cultural richness of the area, surrounded by historical and cultural landmarks that blend leisure, nature, and culture seamlessly.
https://listingturkey.com/property/the-ka-housing/
Investing In The US As A Canadian… And How To Do It RIGHT!! (feat. Erwin Szet...Volition Properties
=== Investing In The US As A Canadian… And How To Do It RIGHT!! (feat. Erwin Szeto) ===
Ever been curious about Real Estate Investing in the US?? At Volition, for the past 14 years, we have been focused on helping investors invest in over $250M of real estate and generate $100M of wealth in the Toronto market, but we are always open to learning more about other business models and learning from other investors.
The US has always been an intriguing market to invest in. But the US is a big place… if you’re interested in investing in the US, you probably have a lot of questions, like:
☑️ Specifically WHERE should you invest?
☑️ What are the best markets to invest in and why?
☑️ How much are property prices there?
☑️ What are the returns like?
☑️ What is cashflow like?
☑️ Compared to investing in Toronto or other cities in Ontario, what are the benefits / tradeoffs?
☑️ What ownership structure should I use?
☑️ What are the tax implications?
☑️ Can I get financing?
☑️ What are tenants like?
Enter Erwin Szeto, a longtime friend of Volition. Since 2005, Erwin Szeto and his team have navigated the challenging landscape of being landlords in Ontario. Now, they are shifting their focus and guiding their clients' investments toward the more landlord-friendly environment of the USA. This decision comes after assisting Canadian clients in transacting over $440,000,000 in income properties. Faced with issues like affordability constraints, tenant-friendly laws, rent control, and rental licensing in Canada, Erwin sees a clear opportunity in the U.S. Here, there is a significant influx of investments leading to the creation of high-paying manufacturing jobs. Erwin and his clients are poised to capitalize on these opportunities where landlord rights are stronger and there is no rent control.
To facilitate this transition, Erwin has partnered with and become a client of SHARE, a one-stop-shop U.S. Asset Manager. Founded by Canadians for Canadians, SHARE enables as passive an ownership experience as possible for landlords in the U.S., while still maintaining direct, 100% ownership.
Erwin is “Making Real Estate Investing Great Again”!!
Website: https://www.infinitywealth.ca/
Facebook: https://www.facebook.com/iwinrealestate and https://www.facebook.com/ErwinSzetoOfficial
Podcast: https://www.truthaboutrealestateinvesting.ca/
Instagram: https://www.instagram.com/iwinrealestate/ and https://www.instagram.com/erwinszeto/
Referans Bahcesehir which is being constructed, in the center of the most regional destination as Bahçeşehir, shines out with its central location and unique landscape including social facilities such as a fitness center, sauna, sports facilities, children’s playground and recreational areas.
Not only drawing attention for immediate surroundings including commercial centers and private schools but also providing the easily accessible location with closeness to Tem Highway and connection roads, ongoing construction of 3rd Bridge Connection roads and Metro Projects
Bahcesehir is a rising value in the great city of Istanbul… Located at a new transportation junction in the northwest of the City… Located at such a spot that the access roads for the 3rd bridge and for the 3rd Airport will reach the region in 2016. The Marmaray and the Subway will extend all the way to Referans Bahcesehir respectively in 2018 and 2019.
465 flats and 34 stores are designed with an outstanding approach and arranged with a unique perspective offering the following options: 1 plus 1, 2 plus 1, 3 plus 1, 3.5 plus 1, 4 plus 1, and 4.5 plus 1. It is planned so as to safeguard you and your loved ones based upon a modern, technological safety approach. As you experience the joy and luxury here, you will be content and feet at ease.
It is worth seeing both inside and outside with heart-warming cafes, tasty restaurants and elegant stores… And it is ready to offer a vivacious social life with a warm and cozy space design.
A folding swimming pool and indoor swimming pools, playgrounds, Turkish bath, sauna… It has them all. Everything you need for your well-being and for having a pleasant time will be at your service. You simply need to align the rhythm of life with the rhythm of Referans Bahcesehir.
https://listingturkey.com/property/referans-bahcesehir/
500 acres of brilliance await you here at Riverview City which offers modern living, effortless convenience, and a beautiful natural setting. It is a mega township by Magarpatta City in Loni Kalbhor, Pune. Enjoy easy access to work, schools, and fun while experiencing a perfect work-life balance.
Visit - magarpattacity.developerprojects.in
One FNG by Group 108 Sector 142 Noida Construction UpdateOne FNG
One FNG by Group 108 is launching a new commercial project in Sector 142 Noida. Office space and high street retail shops on the FNG and Noida Expressway. For more information visit the website https://www.onefng.com/
Flat available for sale
Location- Tupudana, Ranchi
Savitri enclave
Area- 3BHK
Rate- 4000/sq.ft.
Super Build Up Area-1629 sq.ft.
Build-up area-1253 sq.ft.
Rate- 65lakh16k(approx)
Floor available- Flat available in all floor(G+12)
Balcony- 2
Washroom- 2
Parking - CAR PARKING
Amenities- Joggers track,temple, children's park,gym,banquet hall (5 Lakh)
Possession year (Handover year)- Dec 2025
Outside View from the apartment and flat balcony is very beautiful.
For more information contact AASHIYANA STAR PROPERTIES
7766900371
Hawthorn Module 1 Coverted to Slide Show - 04.06.2024.docx
HCR ManorCare SpinCo
1. Analysis and Recommendation
By Daniel Timianko
HCR ManorCare SpinCo
Investment Memorandum
5/16/16 1
Disclosure: This report contains speculative data and forward looking statements. Due to the impending spinoff, some
details may be inaccurate and/or changed upon the completion of an initial public offering.
2. Analysis and Recommendation
By Daniel Timianko
EXECUTIVE SUMMARY
THE PURPOSE OF THIS INVESTMENT MEMORANDUM IS TO
ANALYZE AND OFFER STRATEGIC ADVISORY ON THE PROPOSED
SPINOFF OF HCP’S HCR MANORCARE PORTFOLIO OF SKILLED
NURSING, POST-ACUTE CARE FACILITIES AND SENIOR HOUSING.
OVERVIEW
On May 9th 2016 HCP announced a plan to spinoff their skilled nursing
facilities (SNF), post-acute care facilities (ACF), and select senior housing
facilities. The new company, initially organized as a REIT, would own
approximately 320 properties with about $485,000,000 of net operating
income. Most, if not all, of the spun off assets will be managed by HCR
ManorCare.
HCP is a healthcare real estate investment trust. It invests in medical office
buildings, hospitals, senior housing, life science facilities, and hospitals.
HCP holds $23.5bn in real estate investments as of Q4 2015. HCP also
participates in debt investments as a senior mortgage lender and as a
junior lender.
BUSINESS
HCP’s investment strategy is to raise mostly unsecured debt (92% of Total
Debt) to develop and manage properties serving the health care industry
nationwide and in the United Kingdom. The growth strategy of HCP lies in
internal growth and accretive investments. Constant dividend growth
makes HCP a very attractive investment in a low interest rate environment.
The dividend can be grown through increasing portfolio NOI internally or
acquiring more property to increase total cash flow. In the first quarter of
2016, HCP has spent $335m on developing new property or redeveloping
current holdings. None of their CAPEX has been allocated to SNF.
Additionally, HCP has acquired $364m of SNF, senior housing, life science,
and medical office property this quarter. Maintaining dividend growth will
be a challenge if 23% of portfolio NOI will be spun off. However, the
combined dividends may continue to grow for yield hungry investors.
5/16/16 2
HCR ManorCare SpinCo
FINANCIAL HIGHLIGHTS
HCP has grown to a $26.70 billion market capitalization real estate
investment trust. HCP holds a BBB- credit rating, but is in danger of being
further downgraded due to the leverage needed for the spinoff. Total
debt is 41% of overall capital, leaving equity to be 59% of capital. The
HCR ManorCare (HCRMC) portfolio has been challenging for HCP. Over
the past 12 months, HCP renegotiated the master lease with HCRMC
and impaired $836m of value. The spinoff is clearly a defensive tactic by
HCP to insulate itself from further risk from one of its largest operators.
3. Analysis and Recommendation
By Daniel Timianko
STOCK INFORMATION
HCP has not been performing very successfully when
benchmarked against the NAREIT Equity REIT Index. It
has underperformed the NAREIT Equity REIT Total
Return Index over the past two years. Beta investors,
which are a majority of REIT common stock investors
would have achieved higher returns by investing their
capital in index funds instead of in HCP directly.
HIGHLIGHTS
HCP exhibited greater volatility than the NAREIT
Equity REIT Index in part because of the $836m
impairment on HCP’s holdings related to HCR
Manorcare in 2015. The 2H of 2015 was surprising for
HCP investors because of a reported loss in FFO and
-7% same store growth in HCP’s SNF segment.
Being an S&P 500 Dividend Aristocrat implies dividend
strength for HCP. Unfortunately their annual dividend
growth rate has slowed. After posting 5%, 3.8%, and
3.7% dividend growth in 2013, 2014, and 2015
respectively, 2016’s dividend has grown only 1.8%. It is
of the highest priority to maintain consistent dividend
growth for HCP. Their HCR ManorCare holdings are
inhibiting growth.
5/16/16 3
HCR ManorCare SpinCo
4. Analysis and Recommendation
By Daniel Timianko
HISTORY OF HCP AND HCR MANORCARE
HCP began its relationship with The Carlyle
Group’s HCR ManorCare through purchasing
a subordinate loan from the buyout in 2007
with a face value of $1.0 billion.
In August 2009, HCP purchased $720 million
of HCRMC senior debt secured by its
property portfolio.
In December 2010, Carlyle sold 338 SNF,
assisted living, and post-acute care facilities
for $6.1bn to HCP. This sale included a right to
purchase a 9.9% interest in the operating
company for $95 million, which HCP
exercised.
– HCP provided:
• $3.528bn in cash
• $1.72bn in reinvested debt held
by HCP
• $852 million in HCP common
stock
5/16/16 4
HCR ManorCare SpinCo
Upon sale of the portfolio, HCP and HCRMC
negotiated a triple net master lease:
• Annual rent increases of 3.5% for 5 years, 3%
thereafter.
• There is one extension option after 13-17
years depending on pool.
• Rent increases are fair market value or 3%
annual ranging from 10-18 additional years.
On April 1st, 2015 HCP and HCRMC renegotiated
their master lease:
• HCP reduced annual rent by $68 million to
$473 million with contractual increasing 3%
annually.
• HCRMC transfers fee ownership in 9 new
post-acute facilities to HCP. If properties
cannot be transferred, HCP will retain a
lease receivable of equal value.
• HCP receives a lease receivable of $250
million in the event of capital or liquidity
events or end of the initial master lease
term. The receivable increases 3% annually
from 2016-2018, 4% in 2019, 5% in 2020, and
6% from 2021 thereafter.
5. Analysis and Recommendation
By Daniel Timianko
OTHER NOTES REGARDING THE HCRMC PORTFOLIO
• In December 2015, HCP reduced the carrying value of its 9.9% equity interest
in HCRMC’s operating business to $0.
• As part of the Master Lease restructuring in Q1 2015, HCRMC has agreed to
sell 50 non-strategic facilities. As of Q1 2016, 33 facilities have been sold.
• HCRMC has agreed to sell 9 SNF facilities to HCP for $275m, 7 have closed.
• HCP has increased its lease receivable by $275m in the form of a deferred
rent obligation in exchange for a reduction in current rent.
• HCRMC leases are structured as capital leases. The leases can stipulate a
bargain purchase option, long term lease for 75% of economic life of
property, or ownership transfer to lessee at end of lease.
5/16/16 5
HCR ManorCare SpinCo
6. Analysis and Recommendation
By Daniel Timianko
5/16/16 6
76%
24%
Portfolio Mix
CON States
NO CON
States
0
10
20
30
40
50
60
SNF
0
2
4
6
8
10
12
Senior Housing
HCR ManorCare SpinCo
7. Analysis and Recommendation
By Daniel Timianko
HCR ManorCare SpinCo
5/16/16 7
PORTFOLIO COMMENTARY
Location Analysis: As illustrated on the previous page, the HCRMC portfolio is
separated into two property types. Ohio and Pennsylvania are the two largest
markets followed by Florida in senior housing and Michigan for SNF. Very few of
the properties are located in high barrier major with above average price
appreciation. Chicago, Philadelphia, and Detroit are the top 3 MSAs.
Certificate of Need: A certificate of need is a state law that requires new
construction of healthcare facilities to only be built when need is determined.
The highly regulated nature of these types of facilities allows the established
operators to have a higher barrier of entry for newly built facilities. These laws are
intended to limit healthcare price inflation. This should help with portfolio
occupancy.
Leasing: Of the 320 properties being transferred into a separate company, all of
them are master-leased by HCR ManorCare. This pools all of the properties into
one lease. All of the leases are NNN, meaning the landlord is responsible for little
or no property level expenses, insurance, or taxes.
Quality: Further research must be done on a property-by-property basis to
evaluate the condition of the properties and compare them to replacement
cost. The average age of post-acute facilities in HCP’s portfolio is 34 years old.
Remember that the useful life of commercial property according to the IRS is 39
years.
Vacancy: Even though the properties are master-leased by HCR ManorCare,
vacancy should be measured by the tenant’s performance. HCRMC’s portfolio
wide occupancy is 83.9%. Look nearby for the proper metrics in measuring
portfolio performance. HCR’s senior housing properties underperform.
Fixed Charge Coverage Ratio: As you can see to the right, the EBITDAR fixed
charge coverage ratio for HCR is near 1X. This means that HCRMC is in danger of
not paying their rent and interest expense this quarter. HCP has renegotiated its
master lease to reduce HCRMC’s rental obligations. Continued poor
performance by HCRMC will lead to further impairment.
Leasing Metrics (12 Months Trailing)
EBITDAR: $503.2m
EBITDARM: $517.4m
EBITDAR FIXED CHARGE COVERAGE RATIO:
1.03X
EBITDARM FCCR: 1.06X
Senior Housing
1Q Cash NOI: $16.8m
Investment:$1.17bn
Quarterly Yield: 1.4%
Vacancy: 16.1%
Portfolio Vacancy (Excluding HCR): 12.5%
SNF/Acute Care
1Q Cash NOI: $96.1m
Investment: $3.94bn
Quarterly Yield: 2.5%
Vacancy: 16.4%
SNF Portfolio Vacancy (Excluding HCR): 15.8%
8. Analysis and Recommendation
By Daniel Timianko
SELECTED FINANCIAL HIGHLIGHTS
FROM HCR MANORCARE’S
OPERATIONS ($ in thousands)
Q1 2016:
Portfolio NOI: $112,988
Occupancy: 83.6%
Total Units: 36,966
NOI Growth: (13%)
Q1 2015:
Portfolio NOI: $130,709
Occupancy: 83.6%
Total Units: 36,966
NOI Growth: 3%
Q1 2014:
Portfolio NOI:$126,539
Occupancy: 84.3%
Total Units: 39,724
NOI Growth: (14%)
Q1 2013:
Portfolio NOI:$144,350
Occupancy: 85.5%
Total Units: 41,384
5/16/16 8
HCR ManorCare SpinCo
9. Analysis and Recommendation
By Daniel Timianko
CONCLUSIONS FROM FINANCIAL AND PORTFOLIO ANALYSIS
HCP’s investment in HCRMC is very difficult to value considering that HCP holds an
equity interest in the operating company while also being a liability on HCRMC’s
balance sheet. Separating HCP from its holdings in HCRMC better positions HCP to
focus on its private pay portfolio and to maintain its identity as a real estate company.
The newly spun off company is technically a hybrid between a real estate company
and an operating company. Maximizing the value of its real estate holdings will
minimize the value of its operating business. However, adding value to the operating
business will increase the value of HCRMC’s real estate. Establishing an identity for the
SpinCo is the number one priority.
One metric to be explored is the value of the 9.9% equity interest in HCRMC’s operating
business. While it was purchased for $95m originally, the value today will help us decide
strategic options. HCP has impaired the value of the equity interest in HCRMC to $0.
Additionally, HCP impaired $1.3bn related to HCRMC leases. HCRMC assets are valued
at $5.1bn currently.
Over the next few pages I will analyze the strengths and weaknesses of the proposed
SpinCo and then propose some opportunities to create value as well as describe
threats facing the new company.
5/16/16 9
HCR ManorCare SpinCo
10. Analysis and Recommendation
By Daniel Timianko
5/16/16 10
HCR ManorCare SpinCo
SWOT ANALYSIS
STRENGTHS
• HCRMC has a national platform in many high barrier to entry health care markets.
• HCP trades at a premium to net asset value, making the timing for a spinoff ripe.
• New SpinCo has a $525m corporate lease receivable in the event of a capital or liquid event.
The receivable increases annually.
• There is precedence for a skilled nursing/post-acute facility spinoff from Ventas. The new REIT is
called Care Capital Properties.
• There are strong demographics for senior housing and health care facilities. Baby boomer
retirement will increase demand for properties being spun off.
• Since HCP uses unsecured debt, the properties being spun off are mostly unencumbered.
• The single master lease has cross-default protections.
WEAKNESSES
• There are multiple lawsuits pending against HCRMC for improper billing practices.
• Due to the passage of the Affordable Care Act, many of the patients in the skilled nursing
facilities have migrated to managed care health plans that reimburse less. It is having a
significant impact on HCRMC’s revenues.
• Care Capital Properties has lost significant equity value since its IPO. There will be low investor
appetite for a SNF REIT.
• HCRMC is struggling to pay its fixed charges.
• The spinoff is viewed by the public as “cut and run” by HCP.
11. Analysis and Recommendation
By Daniel Timianko
OPPORTUNITIES
Opportunity 1: Stabilize and Consolidate
The SNF REIT subsector is dominated by Omega Healthcare. There are few other significantly sized pure play
SNF REITs. Such a highly dispersed field presents an opportunity for consolidation among some of the smaller
REITs. The long term goal of SpinCo can be to grow to the largest SNF pure play REIT by combining with a
number of the small/mid cap SNF REITs like CCP or CTRE. This opportunity can precede or succeed
stabilization for the SpinCo. If SpinCo can raise capital at a favorable cost, it can diversify through a merger
or an acquisition. To receive the best valuation for SpinCo, fixing the current holdings would be preferable.
Opportunity 2: Taking an Active Role in Operations
The operating entity of HCRMC has seen little success. Revenue has fallen, lawsuits have been filed, leases
have been restructured, and confidence is gone. With a 9.9% ownership in the operating entity, SpinCo can
assist in the turnaround process. Besides lowering fixed charges, SpinCo can help HCRMC diversify from the
reimbursement/managed care sources of revenue to private pay sources. It can introduce cost cutting
measures and cull the leases that are not profitable. Since HCRMC is a private company, their financials are
not open to the public. Perhaps SpinCo can take a role in restructuring any existing debt that will help
HCRMC succeed operationally.
Opportunity 2A: Transforming HCRMC
In addition to the suggestions in Opportunity 2, SpinCo can enter a joint venture with HCRMC to transform the
facilities into higher-end private pay facilities. Many of the risks inherent in managed care will be mitigated or
supplemented by private pay facilities in the same location. This opportunity is extremely risky and requires a
lot of capital and patience for results. If SpinCo’s management believes strongly that the status quo will lead
to bankruptcy, then this Opportunity may be most logical.
5/16/16 11
HCR ManorCare SpinCo
12. Analysis and Recommendation
By Daniel Timianko
Opportunity 3: Takeover of HCRMC
If SpinCo feels their 9.9% interest in HCRMC will become a liability with current management, then the next
round of rent concession negotiations can include a controlling interest in the HCRMC operating entity. This
control will allow SpinCo to pursue all strategic options including: a sale, default on leases to vacate
properties, cost cutting measures, or merging with another operator. A highest and best use analysis should
be explored to search for any hidden value in the properties.
Opportunity 4: Passive Stability
This strategy recommends further rent concessions and allowing HCRMC the flexibility to fix their business.
Taking a passive strategy on the portfolio will be supplemented by an active strategy in making accretive
investments in SNF or senior housing properties. The strategy is to diversify away from the HCRMC portfolio. This
strategy might cause a conflict of interest with HCP because it will still maintain an interest in SNF. SpinCo and
HCP might compete for the same private pay properties for acquisition.
THREATS
• Continued contraction in revenue for HCRMC.
• Inability to raise funds on a favorable cost of capital basis for new REIT.
• HCRMC bankruptcy.
• Increased regulation in the SNF/ACF sector that will decrease profit margins and health ratios.
• Lawsuits damage HCRMC’s brand.
• Larger macro-economic events that will decrease spending on health care and GDP.
• Lack of diversity in the portfolio.
• Pure Play REITs fall out of favor for more diversified and better capitalized REITs.
• Changes in patient management make SNF and ACF fall out of favor. Changing the use may be
difficult.
• Long lease maturities.
5/16/16 12
HCR ManorCare SpinCo
13. Analysis and Recommendation
By Daniel Timianko
HCR ManorCare SpinCo
Recommended Capital Offerings
EQUITY
The market value of equity has yet to be priced. Pricing it
can be reached through comparable analysis in price-to-
AFFO or NAV. The most simple comparison is CCP. CCP
trades at an 8X multiple. Omega trades at a 10X multiple
(projected). HCP currently trades at a 13X multiple. NAV is
more of an art and can be assessed post spin when all parts
of the capital stack are raised.
DEBT
SpinCo must raise debt in order to control the costs of
capital. Unsecured corporate debt may be cheaper, but it
leaves all corporate assets liable in the event of default.
However, the initial spin will almost exclusively hold properties
under a master lease. So the performance of all properties
are connected regardless. Exploring a portfolio-wide debt
offering privately may also raise the capital needed.
Establishing a credit facility for quick access to capital is
important. Also accessing the senior bond market will
control the cost of capital.
PREFERRED
Offering preferred stock may increase investor appetite for
SpinCo because of its fixed dividends and low volatility.
However, any new equity offering might undervalue SpinCo
significantly.
5/16/16 13
60%
30%
10%
0%
Proposed Capital Structure
Common
Stock
Mortgage
Debt
Credit
Facility
Unsecured
Debt
14. Analysis and Recommendation
By Daniel Timianko
RATIO ANALYSIS
When pursuing an initial public offering,
management needs to be cognizant of how the
rating agencies will issue a credit rating based on
certain metrics. The image to the right is a sample of
ratio performance for each credit rating.
Most REITs aim for an investment grade credit rating
of BBB, very few REITs have an A rating. With easy to
understand cash flows from the spun off properties,
maintaining an investment grade rating depends on
raising a conservative amount of debt and growing
revenues. The challenge for SpinCo will be to
maintain the level of revenue from the HCRMC
master lease.
The debt capital raised upon becoming public must
provide ample returns because the inherited
portfolio requires defensive management. The
picture to the right should set the goals of
performance.
5/16/16 14
HCR ManorCare SpinCo
15. Analysis and Recommendation
By Daniel Timianko
SECTOR OUTLOOK
As a company having a stake in a healthcare operating company and as a healthcare property owner, keeping up with trends in
this space is essential. The healthcare economy receives much attention in the media and in government. It is a closely monitored
sector because of its cost, ethics, and impact on American families.
TRENDS IN SNF/ACF
-The Centers for Medicare and Medicaid have increased reimbursements by 2.1% in 2017.
-The Affordable Care Act has migrated millions of patients to lower reimbursement managed care plans.
-Patients are becoming more dependent on the ADL scale, requiring more attention from nurses.
-Long-term care facilities are not covered by Medicare or many private insurers. SNF are an attractive option to control costs.
WHAT IS THE COMPETITION SAYING?
We remain as bullish as ever on the skilled nursing space. As has been the case for the last 15 years, the skilled operators, who are
nimble, talented, sophisticated and committed to quality care, will be able to capitalize on the increasing demand for
transparency, quality, data and collaboration with the acute hospitals, managed care organizations, home health providers and
other stakeholders in their local markets. – David Sedgwick, VP of Operations of CareTrust REIT on Q1 2016 Earnings Call.
All of the change in healthcare (are) designed to do two things, improve quality and reduce cost. It is an undisputable fact that
there is no lower cost facility based setting than skilled nursing in which to provide high levels of care. A hospital stay can cost
anywhere from $2,000 to $4,000 per day versus $500 per days in the skilled nursing facilities. The potential savings in the skilled nursing
facility are dramatic and compelling compared with any other portion of the healthcare continue and with advances in technology
and care our nursing homes are increasingly able to provide high quality care for more complex post-acute conditions. All of this
supports that the demand for skilled nursing services will only continue to increase. So I think there is a lot of good news about the
future of the skilled nursing industry which is not getting much (of) your time. -Raymond Lewis, CEO of Care Capital Properties on Q1
2016 Earnings Call
5/16/16 15
HCR ManorCare SpinCo
16. Analysis and Recommendation
By Daniel Timianko
Concluding Thoughts
With a fully impaired operating business and a below basis property portfolio, the new SpinCo has many
challenges ahead. Value can be created in the property portfolio as a result of repairing HCRMC’s operating
business. The role in which to play should be decided on a thorough understanding of the potential value of
HCRMC. HCP has attempted to insulate itself from the issues at HCRMC, but the SpinCo may not have that
luxury. With an entire portfolio so intimately connected to one tenant, the fate of the operating business has
an outsized impact on the new REIT.
The strategies presented, besides Opportunity 3, will be successful if HCRMC returns to profitability. Further
analysis of HCRMC is needed to decide whether its poor performance is due to current management or
sector risk. From my reading, it seems that there is a place for skilled nursing facilities in the healthcare
landscape. In the case of poor management, SpinCo has a strategy to take an active role in the operating
business. If the whole sector is falling out of favor, SpinCo will have to transform the use of the portfolio or
consolidate with a peer because the basis of the investment in SNF and ACF is extremely overvalued today.
All in all, SpinCo must take a position on its confidence in the current management of HCRMC and the long-
term value of SNF/ACF. SpinCo can then act accordingly to create shareholder value.
5/16/16 16
HCR ManorCare SpinCo