Filed by Sabra Health Care REIT, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Care Capital Properties,
Inc.
(Commission File No.: 001-37356)
The
following is a transcript of the conference call of Sabra Health Care REIT, Inc. and Care Capital Properties, Inc. held on May 8, 2017.
SABRA HEALTH CARE REIT
Moderator: Rick Matros
May 8, 2017
5:30 am
PT
[Edited]
Operator: Please stand by. Were about to begin. Good day, ladies and gentlemen and welcome to the Sabra Health Care
REIT announcement conference call. This call is being recorded. I would now like to turn the call over to Mr. Rick Matros, CEO. Please go ahead.
Rick Matros: Thank you. Hey, everybody. Thanks for joining us this morning. Ill give you sort of an outline of the call
first in terms of order of things. Ill make some overviewing comments about why we did the deal. After that, Ill kick it over to Ray Lewis, CEO of CCP who is here with us. And then well kick it over to Harold Andrews, Sabras
CFO and then well go to Q&A.
Also joining us today in addition to Ray and Harold, weve got Talya Nevo-Hacohen,
Sabras Chief Investment Officer, and Lori Wittman, CCPs CFO.
So both boards have approved a combination in an all stock deal
with a fixed exchange ratio of 1.123. This creates a premiere health care REIT thriving in the future of health care across various asset classes, skilled nursing, assisted living, independent living and memory care as well as behavioral health,
excuse me, given the recent deal announced by CCP.
Well be the eighth largest health care REIT with an enterprise value of approximately $7.5
billion. Well have 564 investments across 43 states and Canada with 70 tenant relationships.
No tenant will comprise more than 11%
of the portfolio based on cash NOI. Well have approximately $20 million in synergies with one of the lowest G&A loads in this space.
The deal is expected to be 14 to 16% accretive to AFFO in 2018. With this structured as a stock deal, the transaction is incredibly enhancing
for both parties with rating agencies and reflects Sabras stated goal of becoming investment grade rated, positioning us with a cost of capital that we havent to this point had.
Our leverage will be modest. Well have greater scale, diversification and greater opportunities for shareholder to firmly grow than
either company had on a standalone basis. The scale provides an opportunity to add value creation to asset recycling which we have ample experience at.
So in terms of the story going forward and anticipating what some of the questions will be, Sabras stated goal and what weve
executed on is to diverse our asset class between skilled nursing and senior housing. And certainly, the combination of the two companies increases our exposure to skilled nursing. But let me make a couple of comments that relate to that.
One, we think the benefits of the deal and all the points that I just made, and Im sure well talk about it in more detail as we go
through Q&A, far outweigh the fact that our skilled nursing exposure pops up for some period of time.
Secondly, I would emphasize
that it doesnt change our strategy. Were not doing this to become a skilled nursing REIT. We will continue to focus on doing senior housing deals and expanding the senior housing component of our portfolio.
Id also point out that we have our proprietary development pipeline which is almost
exclusively senior housing. And that pipeline in total over the next few years will bring in $600 million in new purpose build assets into the company.
The other thing that I would note is the cost of capital improvement is going to be really important to us. When we think about the last year,
and if you go back and look at my comments over the past few quarters, I have been very consistent with this.
We saw a real price
dislocation last year in senior housing as the PEs started getting active in the space. And when I think about some of the deals that we couldnt get done last year and look at where our cost of capital would be with our ratings upgrades post
this deal, there were deals we could have gotten done last year. So this will make us more competitive, we believe, to continue to focus on the senior housing space and to compete for larger deals as well.
And the other point I would make is Ive also been consistent in saying that we need to grow the company. Were not going to bypass
good skilled nursing deals, whether its a deal like this which is obviously transformational, or other skilled nursing deals that we happen to think are interesting and happen to like simply because were going to be stubborn and dig our
heals in and say, you know, were only going to do senior housing. Especially if senior housing pricing doesnt make sense, were not going to pay up for deals.
So rest assured you can take us at face value. When we did the spin, we were 100% skilled nursing. We did what we said we were going to do.
And we will do that on a going forward basis.
And so a couple other more personal comments. I really want to thank Ray and Lori and the
entire CCP team. Theyve done a fantastic job building the platform, combining these two companies. It really does help us because the top ten tenant exposure drops from 69% to 42%.
And obviously, you know, our primary issue here at Sabra has been the Genesis overhang. And
Genesis will be 11% given effect to the pending sales and redeployment of those proceeds. So, you know, whatever concerns, you know, anybody had, and certainly that were focused on relative to tenant exposure, this improves that situation
dramatically.
The other point I want to make is on last Friday, CMS put out a proposed rule. And there was an immediate negative reaction
to that as is typical in this case. And we can talk about it in more detail.
But I would tell you from our perspective, we like what CMS
is contemplating. Of course, none of us know whether it will get done or not. But it really seeks to do - CMS seeks to do what they werent able to do with RUGS 4, and thats have a better balance between rehab therapy reimbursement and
complex medical reimbursement.
And one of the things I think thats been frustrating to the space is there hasnt been the
appropriate incentives in place for operators to pursue complex nursing medical patients. And so the emphasis continues to be on rehab.
And rehab is where you see the greatest pressure on length of stay. Well, we have operators that have focused on complex medical patients and
have balanced their portfolios because there were state mechanisms in place to provide them with reimbursement incentives.
We see very
nice margins. We see much higher length of stay because the complex medical patients tend to have longer lengths of stay. So I think those are all positive attributes of the system that CMS is contemplating.
Id also point out that CMS has worked hand-in-hand with the American Health Care Association, which is a trade association in our
industry. And thats been going on for several years now. So one of the things that CMS does when they undergo assessments of various spaces when theyre putting models together, they have technical expert panels that focus on the metrics
and put the models together.
The American Health Care Association has been involved in all five of those expert panels over
the past four years. So this is something thats being done hand-in-hand in cooperation with the industry. And thats no small point.
The other point I would make, and this hasnt really been picked up at least in any of the notes that Ive seen, if the new system,
if its to happen, will be a system thats focused on characterization or per diem. What that means is that the minutes that we currently bill under in the therapy will be replaced by a characterization or per diem system.
And as all of you, I think, know when you look at, you know, the liability out there for the states, and particularly the focus of the DOJ in
some of the cases that have been discussed over the past years, the focus is always on minutes. Its always on ultra highs and very highs. And all that goes away if this were to come to pass. So those are all real positives. So theres a
byproduct thats positive for the operators there as well.
So, you know, the fact that the proposed rule at least came out well
after the point that we were working on this deal just, from our point of view, fortifies our focus and our point of view on the space.
And as you all know, Ive spent, you know, two-thirds of my life operating in this space. We think this asset class is a really good
asset class. We think we know it better than anybody else.
And we acknowledge that there were certain issues in the portfolio relative to
coverage. And we relish the challenge of dealing with those kinds of things. Its what we like to do. And well execute on that. And I think everybody will really be pleased with the results of the combination of these two companies.
And with that, let me kick it over to Ray Lewis.
Ray Lewis: Thanks, Rick. Let me start by saying this transaction represents an outstanding outcome for both companies
shareholders. As Rick mentioned in his remarks, the combined companies will have a scaled balance sheet, access to capital, tenant relationships and proven leadership to win in the increasingly competitive health care real estate market.
So for those reasons, I firmly believe this is the best path forward for both companies. That being said, its a bittersweet moment for
me personally. You know, our team at CCP has worked tireless over the last 20 months since the spinoff from Ventas. It significantly improved the portfolio, made accretive acquisitions and strengthened our balance sheet, built a great operating
platform and positioned the company for long-term success.
Id be remiss if I didnt take this moment to thank all of my
hardworking and dedicated colleagues and directors at CCP for getting us to this point. But having built out our platform and balance sheet, we started this year with two very simple goals, to grow and diversify through accretive acquisitions and to
continue to improve the portfolio through proactive asset management.
This transaction will significantly accelerate us on both goals and
will move the company much farther and much faster than we could have moved on our own.
By combining with Sabra, we will immediately
significantly diversify our portfolio by operator and asset class and materially improve our private pay mix. CCP will also gain many new customer relationships that the combined company can continue to invest and grow with.
And finally, you know, we expect to retain our investment grade balance sheet with enhanced
scale, liquidity and access to capital. All of this should meaningfully lower our cost to capital and enable the combined company to continue to grow and diversify through accretive acquisitions as Rick mentioned in his remarks.
Before turning the call back to Harold, Id like to touch on one more point. You know, since the spinoff, weve been very active in
managing our portfolio. Weve disposed of or are under contract to sell 35 non-strategic properties, which stabilized and improved the operations of over 60 properties by transition of the stronger and better quality operators who are
positioned to succeed in the forward-looking environment.
And weve committed over $100 million of redevelopment capital to improve
the remaining portfolio. In short, the portfolio that were combining with Sabra is a much stronger and better positioned portfolio than we inherited at the spin.
But while the low hanging fruit has been plucked, what energizes me about this opportunity is that Rick and his team, with their operating
backgrounds, are ideally suited to identify and monetize that next level of value that exists in our portfolio.
And I look forward to
supporting Rick and his team as the director of the company as they capitalize on the many value creating opportunities that this transaction provides.
So with that, Ill turn it over to Harold.
Harold Andrews: Thank you, Ray. Id like to discuss at a very high level the implications of the merger for our capital
structure and our cost of capital. First of all this is a very simple transaction from a financing perspective with a clear pathway to executing the financial requirements to get to close it.
First, the public bonds for both companies, which aggregate $1.2 billion will survive the merger,
eliminating any refinancing risk for these notes. In addition, the Sabra mortgage debt, totaling $161 million and preferred equity of $138 million will also survive the merger.
It is also worth noting here that the legal structure of the merger is such that the operating partnerships will be merged into one,
eliminating any structural subordination to either Sabras or CCPs bondholders.
Second, the bank debt facilities, which
include revolvers of $500 million for Sabra and $600 million for CCP and the term loans of both companies aggregating approximately $800 million are lent by the same bank with approximately 75% of the CCP bank group currently participating in the
Sabra bank facilities and approximately 50% of the Sabra bank group participating in the CCP bank debt facilities.
This bodes well for
our refinancing process for this piece of the capital stack. And we will immediately launch that process. We expect to have this piece completed well in advance of closing the merger.
The final pieces to address are two unsecured borrowings totaling $300 million and a secured bridge to HUD loan of $135 million currently in
the CCP capital structure. We are optimistic that we will be able to retain relationships with these lenders upon closing the merger and will begin to work on that process immediately as well.
In summary, we are very confident we will secure all the requisite permanent financing prior to closing in a very orderly and favorable
fashion and are excited about the potential for even better access to capital in the future and the potential new lender relationships the merger will afford us.
With respect to our debt maturities and cost of capital, the benefits are significant. As shown
on Slide 10 of the presentation, the combined company is expected to immediately have a well laddered maturity schedule with less than 20% coming due in the next five years.
Slide 11 of the presentation highlights the marked improvement to our credit metrics and tenant concentrations that are a high focus of the
rating agencies. Expected combined company leverage of 5.0 times in improvements in our interest coverage to 5.1 times in fixed charge coverage to 4.5 times highlight the credit enhancing nature of the merger for Sabra.
Improved tenant concentrations and asset class diversification for CCP were key elements in our discussions with the agencies, as were
weighted average lease terms, which have less than 2% of our combined portfolios leases maturing in the next three years.
Based on
our discussions over the past week with the agencies, we are pleased to learn that 2 of the 3 have indicated investment-grade ratings for the outstanding bonds on the combined company at the closing of the merger. We expect press releases will be
issued from all three agencies sometime today.
This outcome with the two agencies is expected to have immediate positive implications for
our cost of borrowings under the bank debt facility anticipated for the combined company. Furthermore, the significant jump in scale will enhance our access to capital in the future.
One final thought before I turn back to Rick. With respect to the dividend going forward, the AFFO accretion of 14 to 16% Rick mentioned
earlier will provide us with an extremely well-covered dividend at the outset, and will provide for opportunities to increase the dividend as warranted, while staying within our policy of maintaining a dividend based on 80% of AFFO. With that
Ill turn it back to Rick.
Rick Matros: Thanks, Harold. And thanks, Ray. Why dont we turn it over to
Q and A now?
Operator: Thank you. If you would like to ask a question, please signal by pressing Star 1 on your
telephone keypad. If you are using a speakerphone, please make sure your mute function is turned off to allow your signal to reach our equipment. Again, press Star 1 to ask a question, and we will pause for just a moment to allow everyone an
opportunity to signal for questions.
And we will take our first question from Chad Vanacore with Stifel. Please go ahead.
Chad Vanacore: Hi, good morning all.
Rick Matros: Hey, how are you doing, Chad?
Chad Vanacore: Hey. Pretty good. So could you break down the $20 million of synergies and the sources for us? How much of
that from G&A, and how much from financing or other?
Rick Matros: The synergies are primarily the executive team
change. And beyond that its just - its operational synergies, bringing the two companies together. We have a different platform for asset management things like that.
Harold Andrews: And theres no assumption in interest cost savings in those synergies.
Chad Vanacore: All right, so that could be beyond what you guys already do?
Harold Andrews: Thats correct.
Rick Matros: Thats correct.
Chad Vanacore: All right. And then whats the target leverage for the
combined company? I think Harold said somewhere around five times.
Harold Andrews: Yeah, thats what we think will
be at the onset, right around 5 times. Our policy has always been 4.5 to 5.5 times leverage. I think this transaction will put us at 5 to start. Over time wed like to see getting debt down below 5 times. Doesnt mean we wont go back
up to the 5.5 times if, you know, deals warrant it. But our objective is to get leverage down below 5 times over time.
Rick Matros: Yeah, I think thats an important point, Chad. So if you see us popping up, its going to be short
term. Its going to be within the context of getting something done that we thought was really advantageous to the company. And you can expect us to get it back down shortly thereafter.
And while the low end has always been 4.5 in terms of the target for us, the low-end target will be even lower than that now.
Chad Vanacore: All right. Thanks, guys. And then just thinking about your refinancing opportunities - Im sorry, Harold.
Can you go over that again? You have the bank debt, term loans. And then did you say you were going to refinance that $300 million of debt? And the 135 bridger, that stays in place?
Harold Andrews: Well thats with relationships outside of the bank group. And so there is a change of control provision
on those loans. We have relationships with both of those lenders, and so we would like to keep those in place. One of them is a seven-year term loan which we really like, because most of the term loans are five years.
So the answer is were going to try to get those to roll. I think we have a good shot at that. And if we dont, then well just
roll those into the bank financing.
Chad Vanacore: All right. And then just one more question from me. So, Rick,
what do you see as the primary challenges with integration of these two companies?
Rick Matros: So and I dont want
any of my comments to make light of it, but I would say this. Ive done a lot of integrations over the past 25 years, you know, as a CEO.
And all those integrations were one operational company acquiring another operational company, which is a really huge undertaking when you
talk about usually a complete elimination of someone elses corporate infrastructure, which is typically huge in an operational company, bringing tens of thousands of employees together, and all the cultural challenges that that presents.
You know, in this case, you know, neither one of us has that many members of our team, so its not quite the same. I think culturally
its a simpler task to maintain the kind of culture that we want to have, because you dont have all these operational people spread all over the country out in the field.
And so, you know, the focus is really on just ensuring that culture, making sure that we take the right amount of time in this transition
opening next year, so that the systems all mesh and we look at the best practices on both sides, and make sure that we take advantage of the best practices on both sides.
And thats one thing that, you know, Ive always prided myself on in every transaction Ive done, even when we were the larger
acquirer in the past. Weve always assumed that whoever were acquiring, were acquiring because we think they bring great value, which means they have best practices that we can learn from. And so thatll be the mindset here as
well.
So I really dont see - its always a challenge to put things together, so yet Im
not making light of it. And I dont see any challenges that cause me any great concern.
Chad Vanacore: All right,
thanks. And hope youre going to be heroes just for one day.
Rick Matros: Yeah, I had to call my own shot, you
know?
Operator: And we will take our next question from Paul Morgan with Canaccord. Please go ahead.
Paul Morgan: Hi, good morning. And congrats on the transaction.
Rick Matros: Hey, Paul. How are you doing?
Paul Morgan: Im good, thanks. Have you looked, you know, Rick, in terms of kind of what, you know, you think maybe the
thoughts will be on kind of non-strategic asset sales from the combined portfolio?
And then kind of on the flip side from an acquisitions
perspective, do you think because this kind of sends you back up in SNF concentration that your - kind of your acquisition bias going forward will be, you know, more focused on private payer? Or does this kind of shift that strategy at all?
Rick Matros: Ill take the latter question first. It doesnt shift the strategy. We will focus on private pay, but
weve always been opportunistic. And so, you know, we have to see - were still not quite - we dont have a whole lot of clarity yet on where pricing is on senior housing deals.
So, you know, as we said last year, you know, one of the important messages we wanted to convey to the market last year is even though we
always had a burning desire to, you know, decrease our exposure to Genesis, we werent going to pay up for deals just to get that done. And were going to be disciplined about that. We were disciplined about that.
So were going to be opportunistic. You know, at some point, you know, pricing changes and
environments change. So we will continue to focus on senior housing, and do as much of that as we can to get the exposure down.
And
Id also re-emphasize that with the proprietary development pipeline that we have that, you know, weve been talking about for some time, thats starting to materialize in the second half of this year.
And so, you know, thats a lot of stabilized assets over the next year with pure senior housing and purpose-built that will be coming
into the portfolio. So were assured of having a steady flow of senior housing assets coming into the portfolio.
In terms of whether
were going to do or not do any more skilled nursing deals, having announced this merger, theres some really interesting skilled nursing deals out there. And so if we see skilled nursing deals out there that we like, were going to
do them.
And, you know, one of the things I would point out is, you know, were at a little bit of an advantage versus some of the
REITs that have been around longer, because outside of Genesis, all of the tenants that weve brought in, weve hand-picked.
And as you guys have seen over the past couple of years, and its really been obvious over the past four quarters, our skilled nursing
statistics, excluding Genesis, are really, really good. You know, weve been bucking the trends. Our operator rent coverage has continued to improve actually over the past two years on a year-over-year basis. We have the highest skilled mix in
this space.
And so our ability, you know, to identify those operatives that get it, that understand how the
paradigm is changing and are making the adjustments within their business models to get there, you know, we think is advantageous. And our statistics bear us out.
So if we find operators out there who fit that profile for us, were going to do it. And, you know, theres never really an issue
there on price, because whether youre paying something - paying an eight-handle on something in the skilled world or a nine-handle, you know, the yields are great.
And the other thing that weve done and will continue to do is we underwrite with really strong coverage. You know, we havent
underwritten a deal yet on the skilled side, you know, at lower than (1.5). And while, you know, we might go into the 4 range on occasion, depending on what a deal looks like, you know, that coverage is really important to us.
And so well make sure that whatever we do going forward, that we have that kind of strong coverage. Does that answer your question?
Paul Morgan: Yeah, thanks. The other part of it was just, you know, non-strategic asset sales. You kind of - you
mentioned
.
Rick Matros: Oh, yeah
.
(Crosstalk)
Paul Morgan:
something like the accretion - yeah, yeah.
Rick Matros: Okay, so the one thing thats - one of the numerous things
thats great about this deal is how accretive it is. Its 14 to 16%. It gives us a lot of room to assess both portfolios in terms of additional asset sales. And really the focus is on sustainable rent.
And so, you know, we announced really on our last earnings call that once we complete the sale of these 35 Genesis facilities, which will be
occurring over the next several months - or the latter half of the year, I should say, were going to continue to sell Genesis assets.
Now with the CCP portfolio, I mean, everybodys aware that there are some operators there that have some tight coverage. And but
its not just a matter of looking at the math. So obviously we look at the math and we see whats there, and we know what it would take to get, you know, operators up to a certain level.
But its really more than that. You know, were going to - we want to get to know those operators on a qualitative basis. We know
about half of the top ten operators, so theres some familiarity there.
And really with the rent coverage issues, there are two
tenants that are over sort of half the issue. So its not like there are problems throughout the portfolio. Weve got a lot of really tremendous operators. And even some of the operators that have struggled with coverage are good
operators.
And thats where were going to dive down. Were going to dive down and get to know those operators, see what
we can do. Theyre going to bring added value there, given our operational experience. And, you know, maybe well wind up selling, you know, a few assets out of a particular portfolio thatll raise the coverage for the rest of the
portfolio.
You know, we also will be assessing, because we know that some of those operators have other
sources of income that arent captured in the rent coverage. So well take a look at that as well.
And thats why, you
know, its important for us to focus on sustainable rents rather than just look at the math and getting a particular operator from this coverage to that coverage.
And, you know, I think, you know, given some of the challenges that we face - and, you know, weve been really transparent about how we
execute. And so you can count on the fact that we will address those issues. And we do want the coverage to be strong in the portfolio. We will take the actions necessary to get the coverage in the portfolio stronger.
And again, the accretion is so strong with this deal, we really have a lot of breathing room here to do what we need to do to improve
coverages and still have a very nicely accretive deal.
Paul Morgan: Okay. So its not - those future actions
arent included in the accretion math that you gave. But that could be something that gets - and youre going to get more clarity on that, you know, even ahead of closing, you think?
Rick Matros: Yeah, maybe. It may be. You know, we need to spend time with the tenants, which obviously we couldnt do
before, you know, this announcement spend some time, you know, out in the field. And so between now and closing, well probably have some more clarity. I wont commit to having every decision made by closing, but we will have some
more clarity.
And, you know, primarily what Im saying is we will do what we say were going to do, as we always have, and
well give clarity as we get more and more familiar with the portfolio, what actions we can take in conjunction with our new operating partners.
Paul Morgan: Okay, great. Thanks.
Rick Matros: Yes.
Operator: And we will take our next question from Tayo Okusanya from Jefferies. Please go ahead.
Tayo Okusanya: Hey, guys. Good morning. Its good to see that post-merger you guys havent lost your sense of humor
with the intro music.
Rick Matros: You know, Tayo, so the code name for the project was Purple Rain. We were Prince and
CCP was Corvette. But I couldnt get the licensing rights to that. Otherwise we
(Crosstalk)
Tayo Okusanya: No worries. Yeah, a couple of quick ones from me. First of all, Harold, I mean if you guys end up with the
investment-grade rating, how much do you estimate that kind of reduces your cost of capital on secured debt going forward?
Harold Andrews: So you know, its hard to predict at this point, exactly the implications. I think what I can say is our
revolver and our term loans, theres a separate grid for investment grade versus high yield ratings.
And so that could drop as high
as about 20 or 30 basis points immediately. But obviously that new loan is not put in place so I cant give a lot of specifics about that. But we do expect that benefit to hit immediately once we get that new term loan in place.
Tayo Okusanya: Got you. Thats helpful. Second one for me, the charge you put about the combination of the two companies
is pretty interesting. On the SNF EBITDA coverage, you guys are excluding quite a few of the tenants. And Im just trying to understand exactly why the credit enhanced tenants are being removed from the numbers to come up with the calculation?
Harold Andrews: Yes Tayo, thats just a - thats a matchup of the
policy that Sabra has. As you recall, we pull out Genesis, we pull out Holiday, we pull out tenant and show those separately. And that will be the way we present coverages going forward, including those from the CCP portfolio as well. So its
just a matter of matching up policies to our policy.
Tayo Okusanya: Do you have a sense what the numbers are, if you
kind of included everything? So we just had a full kind of soup to nuts what the numbers are?
Rick Matros: Well what we
did disclose in the footnote on that slide is that if you aggregate all of those tenants that we pulled out of there showing fixed charge coverage, then the aggregate fixed charge coverage for those tenants is 1.14 times.
Tayo Okusanya: Okay, so just for those tenants. Okay, thats helpful. And then the other one for me is, on the fourth
call I believe, you know CCP was fairly about, you know, some tenants that were having rent issues.
Could you talk about how you plan to
address that? Whether thats kind of built into your FFO - your AFFO accretion numbers? And just kind of talk a little bit about you know, how you plan to handle some of the challengers that CCP has been talking about in their portfolio.
Harold Andrews: Sure, sure. So the 14 to 16% accretion on AFFO does not include any assumptions on changes to rent. So what
the 14 to 16% does is, when we model - when we do sensitivity analysis here on whats sustainable rent may look like going forward, we have tremendous amount of room within that accretion to make some adjustments and still have an accretive
deal. And thats a part aside from all the other benefits of getting this deal.
So in terms of what were going to be doing is, you know you guys look at that math. We look
at the math, but its more than looking at the math.
We know half the top ten tenants, there are some really good operators there
including operators that are struggling with rent coverage. So were going to spend time - quality time with those tenants. And spending time in the field with those tenants getting to understand exactly what their business plans are, why
theyre having the issues that theyre having. If they have any other sources of revenue that give us a greater comfort on rent sustainability then thats going to be a consideration in our analysis.
You know if youve got a tenant out there with ten buildings and there are two or three that are dragging it down, then you work with
that tenant on filling those two or three facilities. And maybe they want to remain a tenant.
We have a situation like we have with
Genesis and we just sell the real estate. And theyve got a new - they have a new landlord.
There are a variety of ways for us to
look at this. But we will focus on it. Obviously its a key part of the focus in our decision to go forward with this. And CCP has already done a lot of really good work on this and a lot of good analysis.
Some of the problems theyve addressed. There are other issues that they were in the process of addressing, and well work together
with the CCP team between now and closing.
And obviously having Ray on the Board on a go forward basis and all of his experience and the
institutional knowledge that well have with his portfolio is going to assist us greatly as well. So well address coverage really, in a variety of ways.
And then the other one thats a little bit more qualitative is - and we do think weve
been able to do this with some of our tenants. You know we have a lot of operational expertise here within the company. And we think that weve been able to provide some value-adds to our existing tenant base.
And hopefully we can do the same thing with the CCP tenants as well. Whether its understanding their business plans and giving them
incidence to that. Maybe making recommendations on other resources they could use to improve the business you know, whatever the case may be.
And also sharing best practices. One of the things that we feel good about within the Sabra portfolio is through our Operators Conferences,
theres really been a sharing of best practices between our operators.
And they would tell you that thats been really helpful
to them. Weve had operators that visit each others operations and understand what theyre doing. And so you know, were going to try to create that environment on a go-forward basis with everybody as well.
Tayo Okusanya: Okay, thats helpful. If you could just indulge me with one more, its actually one for Ray.
So you know you helmed CCP for about 22 months. It seemed like a great CEO Opportunity for you. Youve decided its kind of in the
best interest of shareholders to merge the companies. Kind of whats next for you Ray?
Ray Lewis: Well, thank you
Tayo. You know Im really focused right now on running through the finish line on this transaction, making sure that we give Rick and his team the very best company we possibly can. So Im not looking too much farther down the road.
Im excited about the opportunity to join the board here and continue to support Rick and
Harold and Talya as they continue to optimize the value in this portfolio. And then well see what happens, you know, after that. But you know those are my two primary priorities at this moment.
Tayo Okusanya: All right, and well be waiting.
(Crosstalk)
Harold Andrews: ((Inaudible)). Newport Beach. Yes, exactly.
Ray Lewis: Thats only in the wintertime. Im looking forward to that.
Tayo Okusanya: All right, thank you.
Harold Andrews: Thank you.
Operator: As a reminder if you would like to ask a question please press star 1. And we will take our next question from
Rich Anderson with Mizuho Securities. Please go ahead.
Rich Anderson: Thanks. Good morning. Congratulations everybody.
Just a couple of questions. You know Rick youre saying, you know, the accretion gives you room to you know, kind of manage what you now have.
How much do that, you know, sort of the downdraft from that 14 to 16% of initial accretion will come from fixing operational issues internally
and/or just selling assets and sort of punting on situations that you dont want long-term?
Rick Matros: Yes, so not as much as you think. Even if we think of you know,
worst case scenario, which we actually dont think, you know is going to happen, but in a sensitivity model you know, you keep it to extremes.
And were still going to be accretive, sort of mid-single digit to low double-digit range.
Rich Anderson: Right. But I mean do you think more of that down draft will come - I mean I guess the question is, if you are
a $7.4 billion enterprise, what do you think the end game is in terms of size of company? Could you sell $1 billion worth of stuff or its not even nearly that much?
Rick Matros: No, its not nearly that much.
Rich Anderson: Oka and then
.
Rick Matros: Let me just - one second. The other thing, I know sometimes you guys think were easily distracted, like
how could we do a half a billion dollars in deals like were doing in Cyrus Park.
Were really busy right now outside of the
CCP merger. Were as busy as weve ever been with our pipeline. So you know were not going to take a pause here. You know weve got a lot LLIs out that were going to continue to execute.
And so we expect to see continuing growth this year, notwithstanding this merger.
Rich Anderson: Okay. How many combined employees are there at the two companies, and how many will be left at the end of day
do you expect?
Rick Matros: The number of combined employees I think today is something like 45ish. But in terms of how
many well have going forward, that we havent even thought about that. There are a lot of the people on both sides of the table here. And were going to spend time with all of them and figure out how best to fill out the
infrastructure.
Rich Anderson: Okay. Just a couple of quick ones here. You mentioned your skill
mix as being high. You know you get a drag on that number with the introduction to the CCP portfolio. And also the STAR ratings issue sort of kind of mid 2-1/2 to 2.7% average if I recall correctly, for the CCP portfolio.
So two items that maybe weigh down what you currently have in your portfolio, can you comment on how long it will take you to kind of get back
to you know, a level on both the skill mix and the STAR ratings you know, so youre sort of back to square one on those two issues?
Rick Matros: Yes, so lets talk about mix first. First of all the CCP has been reporting Q mix as a lot of the folks do.
And I keep trying to bang my head against the wall and educate everybody that Q mix makes no sense. It hasnt made any sense since the 90s.
Its all about skill mix. Its all about Medicare and the Medicare Advantage because its skill mix that is a key indicator to
whether you have an operator that is focused on broadening a clinical capability, providing the highest acuity possible which will best position those operators in a value based payment system.
So when you knock out - when you just look at their skill mix, so youre basically excluding the private pay component of their
Q mix, and their skill mix is approximately 40%. So while not quite as high as Sabras, actually still higher than most of the space by a long shot.
So the combined skill mix is about 41% which I still believe leaves us at the highest in the space.
The bigger issue really is just overall occupancy. Its not mix. And so thats really
the key, is it will be a key focus on our part. You know when I noted earlier that theres a lot of qualitative assessments here when you work with operators and you try to determine what theyre doing with their portfolios.
It isnt just a math exercise. So part of that assessment is going to be, you know, whats causing some of the occupancy issues that
some of the operators may have. So skill mix isnt the issue.
In terms of STAR ratings, you know STAR ratings - it takes a while to
get STAR ratings up. And we will want to understand you know, whats contributing to those STAR ratings. Whether there are just certain facilities within the portfolio that brings those STAR ratings down more than others for example.
You know if you look at Genesis and you look at their STAR Rating, most of their lower STAR ratings, the great preponderance of their lower
STAR ratings are in their Medicaid oriented facilities.
And so - which actually for the most part will be unaffected by, you know, the
impact of having low STAR ratings.
So in terms of assessing what we do with the various portfolios, do we sell a few buildings in a
portfolio here or there, the STAR Rating will be another consideration that we take. So its a little bit difficult to anticipate, you know, exactly when you know, this will all be resolved because theres also a certain subjectivity to
STAR ratings.
But that will be part of the focus in the portfolio assessment, what we want to retain and what we dont want to
retain going forward.
And so most of the comment I made on Genesis is, some of those lower STAR ratings happen to be in
markets we dont think its going to be an issue whether theyre primarily have a Medicaid orientation or theyre more secondary or rural markets where there just arent very many options in terms of skilled nursing
facilities. Youre not going to see the same kind of impact there. You going to have low STAR ratings.
Rich
Anderson: Okay, fair enough. And then lastly, maybe for the future scratch golfer Ray Lewis, just curious how this process went? You know, to what extent was this a quiet deal between the two companies or was there more of a shop sort of process
here? Just curious how that process went.
Ray Lewis: Well, so Im not going to be able to talk a lot about that
Rich. I mean all that stuff is going to be coming out in the proxy. So you kind of have to wait to see that.
But we considered a number
of different strategic alternatives, and this was clearly the best path forward for the company.
Rich Anderson: Okay,
fair enough. Thanks very much.
Rick Matros: Thanks.
Operator: And we will take our next question from Smedes Rose with Citi. Please go ahead.
Smedes Rose: Hi, thanks. So Ray youll be joining the Board of Sabra so, can we assume also that youll be entering
some sort of non-compete agreement as well?
Ray Lewis: Well thats already embedded in my employment agreement so
yes, there will be a non-compete in place.
Smedes Rose: Okay. And then just I guess some of this you cant talk about
but, can you guys talk about you know, how long youve been in negotiations on this process?
Harold Andrews: Yes,
you need to wait for the proxy, but its been quite some time that weve been talking. Ray and I have known each other for a long time. And so you know, that part of it is really easy. This has been really friendly, cooperative. Everybody
sort of had the same the goals. So that part of it has been you know, really pretty awesome. But as Ray said, it will come out in the proxy.
Smedes Rose: Okay. And listen, Rick, you kind of talked about this a little bit, but, you know, on the one hand we have a lot
of organic growth coming from your development pipeline, and then you also mentioned being able to kind of bid more aggressively and more competitively for your housing assets.
Do you have a sense of just kind of a timeline of when you would want to bring the portfolio up to kind of closer to a 50/50 balance, I guess?
Rick Matros: Yes, so its pretty difficult to anticipate because, you know, weve always just been
((inaudible)). And when looking at the past, you know, where do you think youre going to be in two years or, you know, whatever the case may be. And, you know, and I sit there and say, you know, we could be a half a billion dollars strong or
we could be $5 billion strong, it just depends on the opportunities.
And so, you know, I dont want to be stubborn about things and
say, okay, you know, weve got to build exposure to about 70% which is not going to get anymore skill to build. I focus just ((inaudible)) well be on Senior Housing.
We want to grow the company, and if there are good skills, you know, then were going to do
that. And I have no doubt that, you know, at some point, well see, you know, more growth on the Senior Housing side. These things ebb and flow, you know. And so, you know, I dont want to have us dig our heels and be stubborn here.
And particularly, if we could continue to be as successful as weve been relative to the types of skilled nursing operators that bring
in, and were only going to bring in operators that fit the criteria that I talked about earlier then, you know, youre going to have an operating portfolio with whatever percentage of skilled nursing operators you have,
theyre going to have really good statistics.
You know, and when people talk about headwinds and, you know, all of this kind of
stuff in the space, its all about the operator. And its not the foregone conclusion that everybody sort of suffers the same way as theyre sort of working their way through this paradigm, its all about the operator.
So youll see us balancing that over time, but I dont want to put a number out there as sort of what our goals and what timeframe
its going to happen is because thats impossible to do ((inaudible)).
Smedes Rose: Okay, thank you.
Operator: And we will take our next question from Todd Stender with Wells Fargo, please go ahead.
Rick Matros: Hey Todd.
Todd Stender: Hi, good morning. Back to you Harold, I think you highlighted a 1.14 coverage that answered Tayos
question.
That sounded like it included Senior Housing. And if it did, I wonder if you have an EBITDAR
coverage for the combined SNF portfolio that did include Genesis.
Harold Andrews: We do not have a combined coverage
that includes Genesis. The overall EBITDAR coverage for the portfolio on a combined basis is 1.56 excluding those properties that have the corporate guarantees that we eluded too. The 1.14 are those tenants that have corporation
guarantees, and those are primarily skilled nursing operators outside of Holiday and outside of tenant.
So I dont know if that
answers your question, but those are the figures.
Todd Stender: Okay, thank you. And then just on a combined basis, do
you have a breakout of any what the percentage of SNF NOI comes from leases with EBITDAR coverage below one-times?
Harold Andrews: We do have analysis. Rick eluded to on the SNF coverage or actually the overall portfolio
coverage theres a couple of tenants that everybody is aware of that are larger on the CCB side that make up about 12% of the portfolio that have coverages less than one time, and then theres a handful of other properties.
When you aggregate them all, its around 20% that the portfolio has coverages at one times or below.
Todd Stender:
Okay, thanks. Any update on Holiday? I dont know if were going to wait for earnings or if you can comment on the Holiday portfolio.
Rick Matros: Yes, so our Holiday portfolio is doing really well and Ill give you some numbers.
But one of the things that we pointed out in the last earnings call is that we do expect Holiday fixed charge coverage to be a little bit
lighter over the next couple of quarters.
And some of you may be aware Holiday has been converting their operating model from a live-in
manager model to an executive director model, and thats been going on for some time. And theyre pretty much through it, and we think its held up really well and Ill give you just a few numbers here.
As you all know, you know, between NHI and Ventas and Sabra, there were pretty hefty escalators on Holiday over the first few years. The NHI
and Ventas escalators selloff at the end of 2016 are the full-off after the end of 2017.
But at the point in time that we did the deal,
the Holiday portfolio that we acquired was operating at 39% EBITDA margins and 89% occupancy with 4% rev escalators since then and a complete overhaul of the model which is really a major undertaking.
Today they stand at 90% occupancy and 40% EBITDAR. So they essentially held, sir, with pretty heavy escalators and going through a complete
overhaul of their model.
So we have zero concerns about Holiday. We would do more with Holiday, we think theyre a really good
operator. We think the management team is fantastic including Lilly, the new CEO, who has been exceptionally transparent with us, the communication has been fantastic. And so, yes, we just dont have any concerns there.
Todd Stender: Thats helpful. Thanks, Rick.
Rick Matros: Yes.
Operator: And again, that is star 1 to ask a question. And we will take our next question from Eric Fleming with SunTrust.
Please go ahead.
Eric Fleming: Hey, good morning, two quick questions. On the asset recycling
program, is there an opportunity, you know, not to sell them outright but just move them within the portfolio given the extended tenant base?
Rick Matros: Say that one more time Eric?
Eric Fleming: Would there - is there an opportunity for you, instead of, you know, doing any of this outright selling out of
the portfolio to, you know, move some of the assets from one existing tenant to another existing tenant given the expanded tenant base?
Rick Matros: Yes, absolutely. And, you know, most of our tenants are looking to grow so there may be some really good
opportunities there, so maybe thats suited to certain assets because of the markets that theyre in. So yes, absolutely. And well be focused on that.
Eric Fleming: And just the other quick question is, you know, how are you looking at the behavioral health opportunities?
Rick Matros: So we like it. And the CCP deal has been talking to us in detail about that before they made the
announcement, and wanted to be comfortable that we were comfortable as well.
I happen to know the guy that they bought the company
from or at least some of the principals that they acquired the company from.
We liked to - I used to run behavior health
along with several of the other asset classes that I ran. So I always liked the space.
The challenge with the space historically has been the lack of really good operators with the
right balance sheets and the right operating history. Theres only a few out there and the signature guys happen to be one of those few.
So I think whats difficult to predict is how much you can grow off of the platform. But to the extent that the signature team, you know,
wants to grow that platform, then were going to be supportive of that.
So, you know, we like this space a lot, and they are
challenging in that space. I mean, you know, theres been a much greater focus on mental health issues, reimbursements very stable. You know, its just - and we expect, actually, it to get even better going forward.
So we are completely on board with that deal, and the margins are strong there as well. So, you know, well see where we can take it
going forward, but we like it.
Eric Fleming: Great, thanks a lot.
Rick Matros: Thanks a lot. And the other point I would make, its actually also a much simpler business in the skilled
business just from execution perspective.
Eric Fleming: Appreciate the feedback.
Rick Matros: Yes.
Operator: And we will take our next question from Jonathan Hughes with Raymond James. Please go ahead.
Jonathan Hughes: Hey, good morning, thanks for taking my question.
Todd basically hit it earlier on the Holiday portfolio, so just one for me on G&A and
synergies.
So there integration, you know, seems like a big ask especially when you factor in the Genesis sales and all the deals you
mentioned. And I think I counted about 80 employees at the combined companies as of yearend. You think about half will survive?
You know,
I mean I guess my question is do you think 45 employees is enough? It just seems like enough going on. Im just curious, you know, how detailed was the analysis of the 15-20 million of synergies that you identified?
Rick Matros: Well Ill say one thing, you know, Im not going to sit here on the call and predict exactly what our
headcount will be. But the analysis was detailed and, you know, thats why we felt comfortable putting the number out there.
But I
will say this. We have a triple net portfolio. Its just not that complex. So, you know, were not going to need to quadruple the number of employees that we have at the company. Weve got really good systems in place, and so, you
know, its not what you think.
I think the one thing that everybody is underestimating, from our perspective about us historically
is the capacity we have. You know, we have tremendous capacity here. Weve got pretty slick systems in place, we have pretty much an automated asset management system thats pretty tricked out and pretty unique in its space that really
allows us to move more expeditiously on things. Weve put a lot of effort into building that out with a third party.
So, you know,
were just - you know, were going to have the resources we need. Were here to get the job done. But I guarantee you were not going to come back to you a year from now and say, Oops, we were wrong in the $20 million,
its $10 million. Its not going to happen.
Harold Andrews: And Jonathan, let me add one point as well. The numbers that
youre adding up I believe include the Health Trust employees which is a separate piece to the CCP portfolio of the investments that they have. Thats a separate issue thats - and Im not sure exactly how many
employees they have. But if youre adding up to 80, its got to be a significant number.
And so thats separately
considered in our analysis. We dont - you know, theyre not part of the operations of the REITS.
Rick Matros:
((Inaudible)) analysis.
Ray Lewis: Yes, theres about 30 employees at Health Trust, so in total, Harold.
Rick Matros: So as Harold, thats outside of the analysis.
Jonathan Hughes: Okay, are those just to be clear are those 30 employees, are they included in
CCPs G&A from last year?
Group: Yes.
Jonathan Hughes: Okay. All right, fair enough, thats it for me. Congrats guys.
Rick Matros: Thanks.
Ray Lewis: Thank you.
Operator: And we will take our next question from Smedes Rose with Citi. Please go ahead.
Smedes Rose: Hi, thanks. I wanted to ask you, I guess, how did you guys think
about the value of Sabra and, you know, what shareholders of CCP are getting and kind of why is this the best deal for a CCP shareholder?
Ray Lewis: Well, you know, first and foremost, I think, as I mentioned in my opening remarks, the diversification of the two
companies together, the increase in private pay, all of those things are just not really feasible for us in the near-term trying to do it on our own. So we really liked the way the combined companies look.
And then secondarily and Rick made a couple of mentions of this we really think this management team can
with their operating backgrounds you know, can help extract a lot of value out of our portfolio. And weve talking a little bit about what some of those opportunities are.
But, you know, working with our operators to help identify opportunities to drive value in the assets at the next level I think is really
exciting. And, you know, I think this team is going to, you know, be able to create a lot of value in the portfolio.
Smedes Rose: Okay, thank you.
Operator: That concludes todays question-and-answer session. At this time, I will turn the conference back to
Mr. Rick Matros for any additional or closing remarks. Please go ahead sir.
Rick Matros: Thank you again for your
time today. Were all accessible so, you know, reach out. And at closing market today, well be issuing our earnings just because we like to keep things interesting and happening here.
And well have our earnings call tomorrow morning, and Im sure, you know, you guys can
call and can play back and youll have some time to digest this and think about some of the answers to the questions. And my guess is a lot of the Q&A of tomorrow earnings call will focus on this.
And weve tried to put the timing together on this, really, so that we can have as much outreach and you all can have as much
accessibility as possible. So the idea of having the call today, you know, having on - maybe repeat discussions or enhanced discussions on an earnings call tomorrow, next week weve got a non-deal road show in New York and Boston and then in a
few weeks after that weve got NAREIT.
So, you know, well be out well be accessible and always,
well return your calls and your emails as quickly as possible.
So thanks for the support and thanks for joining us this morning and
we look forward to seeing you soon.
Operator: And that does conclude todays conference. Thank you for your
participation. You may now disconnect.
END
Additional Information About the Merger and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This
communication may be deemed to be solicitation material in respect of the proposed merger of Care Capital Properties, Inc. (CCP) with a wholly owned subsidiary of Sabra Health Care REIT, Inc. (Sabra). In connection with the
proposed merger, Sabra intends to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC), which will include a joint proxy statement/prospectus with respect to the proposed merger. After the
registration statement is declared effective, Sabra and CCP will each mail the definitive joint proxy statement/prospectus to their respective stockholders. The definitive joint proxy statement/prospectus will contain important information about the
proposed merger and related matters. STOCKHOLDERS OF SABRA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SABRA AND THE MERGER. Stockholders will be able to obtain copies of the joint proxy statement/prospectus and other relevant materials (when they become available) and any other documents filed with the
SEC by Sabra for no charge at the SECs website at www.sec.gov. Copies of the documents filed with the SEC by Sabra also can be obtained free of charge on Sabras corporate website at www.sabrahealth.com, or by directing a written request
to Sabra Health Care REIT, Inc., 18500 Von Karman Avenue, Suite 550, Irvine, CA 92612, Attention: Investor Relations. Copies of the documents filed with the SEC by CCP also can be obtained free of charge on CCPs corporate website at
www.carecapitalproperties.com, or by directing a written request to Care Capital Properties, Inc., 191 North Wacker Drive, Suite 1200, Chicago, Illinois 60606, Attention: Investor Relations.
Participants in the Solicitation
Sabra and CCP,
and their respective directors and executive officers and certain other employees, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information concerning the
ownership of Sabra securities by Sabras directors and executive officers is included in their SEC filings on Forms 3, 4, and 5, and additional information about Sabras directors and executive officers is also available in
Sabras proxy statement for its 2017 annual meeting of stockholders filed with the SEC on April 25, 2017 as well as its
Form 10-K
filed with SEC for the year ended December 31, 2016.
Information concerning the ownership of CCP securities by CCPs directors and executive officers is included in their SEC filings on Forms 3, 4, and 5, and additional information about CCPs directors and executive officers is also
available in CCPs proxy statement for its 2017 annual meeting of stockholders filed with the SEC on April 7, 2017 as well as its
Form 10-K
filed with SEC for the year ended December 31,
2016. Other information regarding persons who may be deemed participants in the proxy solicitation, including their respective interests by security holdings or otherwise, will be set forth in the joint proxy statement/prospectus relating to the
proposed merger when it becomes available and is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Special Note Regarding Forward-Looking Statements
Certain statements contained herein, including statements about Sabras proposed merger with CCP, the expected impact of the proposed merger on
Sabras financial results, Sabras ability to achieve the synergies and other benefits of the proposed merger with CCP and Sabras and CCPs strategic and operational plans, contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future financial performance. We generally identify forward-looking statements by terminology such as may, will,
should, expects, plans, anticipates, could, intends, target, projects, contemplates, believes, estimates,
predicts, potential, continue or looks forward to or the negative of these terms or other similar words, although not all forward-looking statements contain these words.
Forward-looking statements are based upon our current expectations and assumptions of future events and are subject to risks and uncertainties that could
cause actual results to differ materially from those indicated by such forward looking statements. Some of the risks and uncertainties that could cause actual results to differ materially include, but are not limited to: the possibility that the
parties may be unable to obtain required stockholder approvals or regulatory approvals or that other conditions to closing the transaction may not be satisfied, such that the transaction will not close or that the closing may be delayed; the
potential adverse effect on tenant and vendor relationships, operating results and business generally resulting from the proposed transaction; the proposed transaction will require significant time, attention and resources, potentially diverting
attention from the conduct of Sabras business; the amount of debt that will need to be refinanced or amended in connection with the proposed merger and the ability to do so on acceptable terms; changes in healthcare regulation and political or
economic conditions; the anticipated benefits of the proposed transaction may not be realized; the anticipated and unanticipated costs, fees, expenses and liabilities related to the transaction; the outcome of any legal proceedings related to the
transaction; and the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement. Additional information concerning risks and uncertainties that could affect Sabras business can
be found in Sabras filings with the SEC, including Item 1A of its Annual Report on
Form 10-K
for the year ended December 31, 2016 and Item 1A of its Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2017. Additional information concerning risks and uncertainties that could affect CCPs business can be found in CCPs filings with the SEC, including
Item 1A of its Annual Report on
Form 10-K
for the year ended December 31, 2016.
We undertake no
obligation to revise or update any forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
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