|

October
2007 issue
Senior Care Acquisition Market--
Deals Are In Hibernation Amid Market Confusion
After the summer credit market meltdown, the
gap between buyer and seller expectations began to widen, as no one wanted
to pay too much and sellers still longed for those low cap rates. Despite
strong industry fundamentals, deal volume may be slow for a while.
...
Senior Care Under
Attack--
Turbulent Times Ahead With Unions, Politicians And The Media
Just as the seniors housing and care industry has put a few good years
behind it, the unions, politicians and media are on the attack...again.
...
Assisted Living Market
In a very quiet market, Brandywine Senior Living has inked a deal for a
four-facility portfolio in New Jersey in what looks to be a solid strategic
acquisition, but there are few other deals.
...
Skilled Nursing Market
While the market waits for Manor Care to close, a few one-off skilled
nursing sales get done.
...
Market Updates
On the way to trying to find a buyer to go private, Sunrise Senior Living
clears some hurdles but also runs into a few more stumbling blocks,
including a major lawsuit from its former CFO. Emeritus closed on its
acquisition of Summerville Senior Living as well as a group of leased New
York facilities. Skilled Healthcare closed on its New Mexico portfolio.
...
Sign
up for a trial subscription and get the current issue!
Read more about
The
SeniorCare Investor.
Articles Archive
Steve's BLOG on Senior Care
Companies Mentioned in this issue:
October 2007
A
Alden Management p17
ASHA p15
Atria Senior Living p2, p15
B
Bank of America p14
Beverly Enterprises p6
Brandywine Senior Living p11
C
Cambridge Realty Capital p17
Capital Funding Group p17
Capital Senior Living p17
Chartwell Seniors Housing REIT p19
CLW Health Care Services Group p8, p15
CNL Retirement Properties p18
Credit Suisse p6, p14
E
Emeritus Assisted Living p14
Extendicare Health Services p12
F
Forest City Enterprises p15
Frontenac Company p18
G
Genesis HealthCare p6
Goldman, Sachs p19
H
Hassett Belfer Senior Housing p15
HCP, Inc. p18
Health Quest Realty p19
Healthcare Realty Trust p19
Holiday Retirement p6
I
Institute for Senior Living of Florida p19
J
J. P. Morgan p14
Javelin Capital Partners p12
K
KeyBank p19
L
LaSalle Bank p19
Love Funding p17
Lydian Capital p18
M
Manor Care p6
Marcus & Millichap p12
Mariner Health p6
N
NIC p15
NNN Healthcare/Office REIT p18
P
Paradigm Senior Living p17
Q
Quaker Capital p18
R
Red Mortgage Capital p15
S
Senior Health Management p19
Skilled Healthcare Group p15
St. John’s Communities, Inc. p12
Sterling Glen p15
Steven D. Bell & Company p18
Stifel, Nicolaus & Company p19
Summerville Senior Living p14
Sunrise Senior Living p13
T
Trilogy Health Services p18
W
Warburg, Pincus p11
Z
Ziegler Capital Markets Group p19 |
Senior Care Acquisition Market--
Deals Are In Hibernation Amid Market
Confusion
Email this
article to a friend
Email Editor
Two months ago we made the case that the acquisition market had peaked and
cap rates had hit bottom and would start to rise. There was little
empirical evidence that this had occurred, and was based more on a sense
that many market participants were getting nervous about where deals were
being priced, who was being priced out of transactions, what the pricing
was based on, where the financing was coming from and how it was often
structured. Since everyone was making money, demand for the product
remained strong, occupancy had been increasing for several years, monthly
rates were rising and capital was abundant, there was little cause for
concern. But then the credit markets constricted, and the world as we knew
it changed, at least for now.
Despite the problems in the credit markets since the
beginning of August, cementing the market peak in seniors housing, the
average price per unit sold for assisted and independent living facilities
may very well hit record levels in 2007. Based on our statistics for the
first half of this year, average prices have increased significantly for
both property types, well above the records set in 2005 and 2006. The
market was still driven by the higher quality properties and portfolios.
Average cap rates for the first six months of the year were also lower
than the record lows set in 2006 for both independent and assisted living
sales.
In the skilled nursing facility market, the average price
per bed in the first half of the year dropped a bit from last year’s
record, but was still higher than any other full year prior to 2006.
Demand remains strong in this sector, especially for properties built in
the past 15 to 20 years, but it is unlikely we will see cap rates
declining in the future. For the first six months, the average dropped 20
basis points while the median increased 20 basis points from last year’s
record lows of 12.5% and 12.3%, respectively.
The reason why we may still be at a record level of
average prices paid for the full year in 2007 is because the acquisition
market appears to have slipped into hibernation as if a sudden frost hit
the buyers, sellers and lenders all at once. And it did. Despite one
seniors housing brokerage firm with a backlog of at least 25 transactions
currently under contract or letter of intent, the market in the past six
weeks has been as quiet as it was in the 2001 to 2002 period when lenders
disappeared amid the rash of bankruptcy filings. While bankruptcy filings
are certainly not in the cards this time around, buyers and sellers appear
to be in a state of mild confusion, with the bid/ask spread widening
enough to make it hard to get deals done. We have heard that in several
transactions the buyers "due diligenced" themselves out of the deal rather
than making the mistake of paying too much, borrowing at too high a cost,
or both. In any case, today’s sellers are living in yesterday’s world and
today’s buyers are afraid of overpaying if they no longer have to.
So where does that leave us? First of all, it is necessary
to distinguish between the big deals and the smaller ones, and by big we
mean anything over $250 million, but perhaps over $500 million. While
these have been the minority in terms of number of transactions, they have
dominated the headlines and represent close to 75% of the actual dollar
volume. If any of the billion-dollar deals that have closed so far this
year (Holiday Retirement and Genesis HealthCare) or soon
will be closed (Manor Care: NYSE: HCR), had come to market after
August 1, there is close to certainty that their pricing would have been
lower, certainty that the cost of debt would have been higher and some
uncertainty whether the debt would have even been available.
In the case of Manor Care, with the banks trying to
syndicate more than $4.5 billion of total debt, we assume that the paper
loss on the unsold debt has to total at least $250 million for the three
banks that made the commitment prior to the market collapse. In the case
of one of them, Credit Suisse, the fallout has been the closing of
the bank’s entire health care real estate finance and securitization group
and the dismissal of the employees. We assume that someone in senior
management decided that their basic business had dried up for at least the
next year or two, but Wall Street has a way of responding very quickly to
problems, and losses, by laying people off.
One Wall Street competitor was quite disturbed by the
news, because it doesn’t bode well for the rest of the industry. It has to
be understood, however, that Credit Suisse focused on the mega-deals,
having financed the Mariner Health acquisition a few years ago
($918.6 million of CMBS debt), as well as the Beverly Enterprises
acquisition last year ($1.4 billion of debt) and its participation in the
current Manor Care deal, which is still expected to close, but you never
know. The point is that, at least for now, these deals are a thing of the
past. While that may not make much of a difference for the average buyer
or seller in the market, these deals (and others like them), and the
capital provided to complete them, were in many ways responsible for the
bull market in seniors housing, the declining cap rates and a much-changed
market perception of risk and expected return. Their absence will, in the
reverse, change the direction of cap rates as well as the market
perception of risk and expected return. It’s not necessarily a bad thing,
but more on that later.
Most people are in agreement that the very large deals are
temporarily a thing of the past, but that may have happened without the
summer’s credit market disruption anyway because most of the targets are
already gone, with an exception or two (without sounding redundant, more
on that later, too). What is unclear is whether the smaller portfolios,
but those at the high-end of the market, will take themselves out of the
market because of pricing uncertainty. As of today, from what we are
hearing cap rates for assisted and independent living are up at least 50
basis points from earlier this year, but no one really knows because of
the dearth of deals to base that on. It is basically an assumption as a
result of the cost of capital going up, as debt spreads have increased by
50 basis points and more, depending on the type of loan.
CLW Health Care Services Group completed a survey with
68 respondents (53% were owners/operators), and 75% believed that recent
events impacted cap rates. Of those, 50% believe cap rates have increased
by 25 to 50 basis points, while 24% think the new level is an increase of
75 basis points or more. A little more than half of the respondents
believe that current market conditions are temporary, while the rest
believe it will be an ongoing trend. When determining value in the
acquisition market, 65% said they will use trailing net operating income
while 35% will use projected net operating income. Six months ago these
were probably reversed.
The high-end properties and
portfolios that do come to market in the next 12 months will still get
premium pricing, but a premium over what? Any premiums will be in the
context of a market with higher cap rates and perhaps fewer buyers.
Consequently, we expect to see average per-unit prices in 2008 to decline
from the 2005 - 2007 levels, based on higher cap rates and lower quality
properties, in general, sold. There will still be those $300,000 per unit
or higher transactions, but they just won’t be very common. In the nursing
facility sector, even though cap rates declined to record lows, there is
less of an expectation that pricing will get whacked as much. With an
average 12.5% cap rate last year, there is still plenty of room for
attractive returns with interest rates as low as they are.
The bottom line is that while the
credit markets had a bit of a meltdown this summer (to put it mildly), the
seniors housing and care market is going through what we believe will be a
much-needed market correction. While this may be mildly painful to some in
the short term, in the long term it will benefit the industry and bring
more stability. If prices continued to soar, the risk of not performing
would have increased, and the punishment would have been more severe.
Plus, many strategic buyers have grumbled that they were often priced out
of the market by financial buyers, and in almost any industry when
strategic buyers don’t understand how financial buyers can pay that price,
there is usually a disconnect between perceived business risk and actual
risk. Not always, as there are obviously some acquisitions that are way
too large for strategic buyers to contemplate, but enough times for some
concern. The result is that strategic buyers may be able to take a new
look at the market and pay what they believe is a fair price, not one
dictated by the capital markets. This will be healthy for everyone except,
perhaps, the bankers at Credit Suisse. But they will be back.
In the meantime, the acquisition market almost came to a
halt in September. We know of some deals that just got delayed for a
variety of reasons, but the past month was unusually quiet. Small deals
should not be impacted by what happened in the credit markets, other than
a slightly higher borrowing cost, but it is eerily reminiscent of five
years ago, but for very different reasons. The mood at the recent NIC
Conference was cautiously upbeat, with operators mostly happy with how
things were going, but the big lenders more nervous about the future.
|
|
FREE TRIAL
TO THE
SENIORCARE
INVESTOR!
If you like this article, there’s lots more
waiting for you in The SeniorCare Investor. It’s the
bible of what's going on in senior care M&A today.
Sign up for two free months right now! There’s no
obligation, no writing “cancel” on a bill. Happy reading!
|
|
|
|
|
|