Patrick Byrne and Nick Cacciabando Sell SNF Portfolio in Arkansas and Missouri

Nick Cacciabando and Patrick Byrne sold the 506 bed, 5 facility Pinnacle Healthcare portfolio. The transaction also included Pinnacle Healthcare's home office located in Arkansas. Four of the facilities are located in Arkansas and one is located in Missouri. The facilities were built between 1971 and 1988 and all have sound physical plants. The entire portfolio had struggled as recently as a few years ago but new management had improved the operations despite being relatively new to the seniors housing industry. This is the first purchase in Arkansas for the Buyer, Adcare Health Systems. They plan on using the home office to service current and future facilities in the region. The portfolio sold for $20,000,000 at a 12.1% capitalization rate. Adcare anticipates improved operations due to their management experience. Senior Living Investment Brokerage, Inc. was able to work with the sellers to implement and execute a marketing plan which in turn generated multiple offers on the portfolio. For additional information, please contact Pat Byrne or Nick Cacciabando at 314/961-0070.

Guest Blog - M&A of Long-Term Care Facilities in Texas

Mergers and Acquisitions of Long-Term Care Facilities in Texas – the Consummate Catch 22

By Cory Macdonald

Just as surely as death is inevitable, so too apparently is the trend toward consolidation in the long-term care properties industry.

Publicly traded companies and real estate investment trusts are rushing headlong into the marketplace to acquire privately held senior care chains and independent facilities. While most of these targets are being effectively managed and operated, their suitors recognize an opportunity to benefit from economies of scale. What’s more, long-term care facilities and the land they are built on can retain their value and actually appreciate in what is a very challenging real estate environment. Senior living and care facilities are an especially attractive growth market as more of the Baby Boomer generation approach retirement age. Baby Boomers moving into these care facilities is not a trend, it is the new normal.

So where are these companies shopping?

Florida and California, with their favorable demographics, have been popular states in the past. These days, whether because of market saturation or high real estate prices in other states, more and more companies are looking at Texas. If not the next frontier, Texas is a frontier for opportunity. In fact, over the last 12 months, dozens of companies have looked at Texas and some have actually started filling their cart.

Once at the checkout line, however, they have learned that closing such deals can be fraught with red tape. The primary challenge in Texas is that the application for licensure requires a level of disclosure that is higher than almost every other state in the country.

In particular, Texas requires the disclosure of all “owners” in a company, even owners of 5 percent or less – all the way up the ownership chain. Other ‘controlling persons’ must also be disclosed, but the state’s definition of what is a ‘controlling person’ is ambiguous. In the past, companies have come to us right before a deal is finalized, with the hope that transferring the licenses will be a short, final step. Unfortunately, we have to tell them that transferring the licenses is not an easy process.

Our first step in representing such a client is to contact the appropriate people at the state level and answer as many questions on the front end as possible. We then work with both the state and the federal government, through its Medicare agent in Texas, called “Trailblazer,” to get applications filed.

After the paperwork is filed, the state and Trailblazer will have questions. Outside legal counsel must know how to respond to questions about complex transactions that do not fit neatly into state and federal change of ownership forms. This means serving as translators, bridging the terminology gap between national deal-makers and local regulators.

The licensure and change of ownership process in Texas is complicated as it is, but it is also continually evolving to try to accommodate new ownership structures. For example, last summer the state changed the rules to clarify that when it comes to publicly traded corporations, shareholders and lenders aren't controlling persons’ for purposes of disclosure. If a new owner or a buyer did not know this ahead of time, they could have wasted a lot of time trying to figure out whether to disclose certain information about these groups.

This predicament for national companies is really a catch 22. On one hand, these challenges are not going to go away any time soon. On the other, neither is the value inherent in these properties.

It places a premium on finding outside counsel with experience and familiarity in working with these specific state entities, streamlining the acquisition process and allowing the company to move forward with what it does best – whether it is purchasing, managing or operating long-term care facilities.

Cory D. Macdonald is the lead attorney of the long-term care and retirement housing practice group at Davis & Wilkerson. He represents continuing care retirement communities, hospitals, skilled nursing facilities, physicians and other providers in a variety of issues including business formation, state licensure, Medicare/Medicaid certification, regulatory compliance, risk management, and the sale and acquisition of health care facilities.

Jeff Binder and Patrick Byrne Sell Missouri SNF

Patrick Byrne and Jeff Binder have teamed up to sell a 96 bed Skilled Nursing Facility in Missouri. Located in the north-central region of the state 130 miles from St. Louis, the facility was built in 1987 with an addition in 1992. The one story facility is approximately 27,922 square feet on 4 acres. At the time of sale, the census was 90% with a 26% quality mix. The Seller was a regional owner/operator who is retiring from the long-term care business. The Buyer is a regional provider of seniors housing services based in the St. Louis MSA. The Buyer will look to boost operational and financial performance through local economies of scale and referral relationships. The facility sold for $5,470,000 at a 12.5% capitalization rate. Senior Living Investment Brokerage was able to procure numerous, pre-qualified offers on the Seller's behalf. For additional information contact Pat or Jeff at 314/961-0070.

Jeff Binder and Ryan Saul Team Up to Sell Kentucky SNF

Ryan Saul and Jeff Binder sold an 118 bed Skilled Nursing Facility in Kentucky. Built in 1976, the one story facility is comprised of approximately 36,660 square feet on 2.57 acres. At the time of the sale, the census was 79%. The property had recently been removed from the Special Focus list and the performance had steadily improved through 2010. The Seller, a regional company, sold to focus on their assisted living assets. The Buyer had previously owned/operated in Kentucky but had exited the market in 2006. A local community bank provided the financing. The sales price was $7,800,000 ($66,102/bed). Senior Living Investment Brokerage, Inc. was able to confidentially procure multiple offers from operators throughout the country. For additional information contact Jeff at 314/961-0070 or Ryan at 630/858-2501.

Ryan Saul Sells Another Indiana Facility

Ryan Saul has sold another seniors housing facility in Indiana. The 41 unit Assisted Living Facility is located in Batesville, Indiana. Built in 2003, the 31,551 square foot facility sold for $2,850,000. Over the past ten years, Ryan has sold more seniors housing facilities in Indiana than any other broker or brokerage team. For additional information on this transaction or any other Indiana transaction or facility, please contact Ryan at 630/858-2501 or saul@seniorlivingbrokerage.com

Ryan Saul Sells Two Illinois Skilled Nursing Facilities

Ryan Saul has sold two skilled nursing facilities in the Chicago suburbs for a local owner/operator. The first facility, located in the western suburbs, is 180 beds and was built in 1976. The second facility is in the south suburbs and was built in 1964/1999. It is 80 beds. The total purchase price exceeded $65,000/bed. Financing was provided by Private Bank. For additional information, please contact Ryan Saul.

Ryan Saul Brokers Sale of Las Vegas Memory Care Community

Ryan Saul handled the sale of a Class "A" Memory Care Facility in Las Vegas. The 46 unit (52 beds) facility sold for $2,850,000. Overall occupancy was 90% and the financial performance was close to break even due to 37% Medicaid residents paying below market rent of $2,400/month. The 31,727 square foot building was built in 1999. For additional information please contact Ryan Saul at 630/858-2501.

Patrick Byrne and Jeff Binder Sell Iowa CCRC

Jeff Binder and Patrick Byrne have sold a Continuing Care Retirement Community in Iowa for $10,000,000. The facility consists of 84 Skilled Nursing beds, 20 Alzheimer units, 34 Assisted Living units and 19 Independent Living cottages. Constructed in 1999, the community has approximately 72,276 square feet on 100 acres. For additional information, please contact Pat or Jeff at 314/961-0700.

Cacciabando and Binder Sell Four Nebraska Skilled Nursing Facilities

Jeff Binder and Nick Cacciabando represented a national provider in the sale of four underperforming skilled nursing facilities in Nebraska. Originally built in the 1970's, this 214 bed portfolio had been upgraded since the mid-1990's and are in above average condition. This package was a strategic disposition as the facilities did not fit into the long-term investment vision of the seller.

The Buyer is a regional long-term care provider with a strong presence in the Midwest. Their core business has centered on returning distressed, smaller, rural SNF facilities to profitability. With a successful track record of turning around similar underperforming/distressed facilities, this package will fit in well with their portfolio.

For additional information, please contact Nick or Jeff at 314/961-0070.

Ryan Saul and Jeff Binder Sell Indiana Independent Living Facility

Jeff Binder and Ryan Saul have announced the sale of a 54 unit Independent Living Facility in Indiana. Originally developed in 2000 by a local hospital, the facility has been operated by a local nonprofit board since 2007. The management team was able to improve operations over the past 3 years and hired Senior Living Investment Brokerage, Inc. to sell the facility. At closing, the census was 100% with a waiting list. The Buyers plan on applying to license the facility for Assisted Living and also expand the facility to provide Skilled Nursing.
For additional information, please contact Ryan Saul or Jeff Binder.

What Are You Seeing in the Market?

In the Senior Housing and Long-Term Care industry there has been a common belief that the slowing of the overall economy and restricted availability of capital that began in mid-2007 would cause a massive influx of properties coming onto the market as a result. So, where are they?

The common question right now is, “Where is all the deal flow?” Most buyers and operators felt there would be a large amount of sellers forced into the marketplace due to the inability to refinance properties, over leveraged properties, or facilities struggling with operations/occupancy.

The Numbers:

Let’s take a look at the number of transactions as well as related dollar volume for the past couple of years.

I think it makes sense to mention that for both 2006 and 2007, the five largest deals were all over $1B and accounted for approximately 60% of the dollar volume in the industry. Removing all transactions over $1B from the statistics, the remaining statistics dollar volume statistics look more like this:

Since 2006, the number of transactions is down (by 38.3%). However, from 2008 to 2009, the number of transactions is only down by (6.25%). The data also indicates that during the past three years, the number of “large” deals is has dwindled with the deteriorating credit markets. Take heed, when compared to other assets classes, we seem to be fairing relatively well despite the current credit markets.

As you can see in the following table, the year over year commercial real estate transaction volume from 2008 to 2009 was down, from 56% to 65%, depending on the property type.

The good news is that the dollar amount produced in 2009 happens to be approximately what the dollar volume was in 2003, the last time the acquisition market was struggling to get out of a recession. One noteworthy difference is that the industry fundamentals are much better today than they were in the 2002/2003 period. So what does this mean if you are an owner with a property you are contemplating selling in today’s market? After all, what is behind us is behind us.

Here is what we can tell you. Although the credit markets are more challenging than they were two years ago, we are completing transactions at aggressive prices. Our biggest hurdle is keeping an inventory of facilities to sell. While cap rates have ticked up somewhat for assisted and independent living properties, they are still at historically aggressive levels. The demand for nursing homes and assisted & independent living properties is through the roof due to the lack of supply in the market. Each time we list a property we continue to be amazed at the level of interest we are able to generate, simply because there are so few properties available. This, combined with a pent up demand from investors eager to grow their portfolios creates strong demand and pricing.

The result is multiple, qualified offers for each building we market. 2009 was Senior Living Investment Brokerage’s best year as far as number of properties sold and 2010 is shaping up to compete with or surpass our 2009 totals.

I would be happy to prepare a confidential analysis for any properties you may consider divesting. Contact Michael Brundage at brundage@seniorlivingbrokerage.com for more information.

Jeff Baxter Joins Senior Living Investment Brokerage

Jeff Baxter has joined Senior Living Investment Brokerage as a Senior Associate. Jeff will focus on seniors housing sales in the Southwest. Prior to joining Senior Living, Jeff began his career working in Private Client Services for UBS Financial Services Inc. Since 2005 he has served his alma mater, Wheaton College (IL) as Director of Principal Gifts, structuring numerous capital and endowment gifts of $1 million+ as part of their most recent $260 million campaign. Jeff earned his BS in Business and Economics from Wheaton College in Wheaton, IL. Jeff can be reached at 630/858-2501 or baxter@seniorlivingbrokerage.com

Jeff Binder and Patrick Byrne Close Skilled Nursing Facility Transaction in Illinois

Patrick Byrne and Jeff Binder have announced the sale of a 99 bed Skilled Nursing Facility in Southern Illinois. The facility, constructed in 1971, is located in a rural town with a population of approximately 1,000 but draws residents from the entire county. Marketing of the facility was enhanced by assumable HUD debt. The Transfer of Physical Assets took nearly eight months to complete. During the process the facility's performance improved considerably. The Seller is a national owner/operator that acquired the facility in 2006. The Buyer is a regional operator based near the asset that will be able to create some economies of scale by absorbing this property into their current operations.

Jeff Binder of Senior Living Sells Missouri SNF

Jeff Binder sold a 74 Bed Skilled Nursing Facility in Northwest Missouri November 1, 2009. The Seller because the facility was no longer an operational, or geographical, fit given their relatively light exposure in the state of Missouri. The Buyer was a regional long-term care provider with three other facilities in Missouri. The facility had a sufficient quality mix but overall census was around 50%. The Buyer has experience with rural facilities and has plans in place to enhance census and profitability via expanded services.

Senior Living Sells LTC Facility in Dallas

Jeff Binder, Matthew Alley and Ryan Saul sold a 264 bed SNF/39 unit ILF in Dallas, Texas on September 30, 2009. The 206,000 square foot facility on 22 acres was originally developed in 1960 and has undergone various renovations over the years. The Independent Living is comprised of stand alone cottages on the campus grounds. The facility's census was 87% at the time of the sale and sold for 13.5% capitalization rate. If you have any questions regarding this transaction, please call Jeff, Matt or Ryan.

Why Hire An Exclusive Broker?

If you are anything like me, you would not consider selling your home without the assistance of a trustworthy real estate professional. In our line of business, however, we often encounter owners of Nursing Homes and/or Assisted Living facilities who are reluctant to engage a professional to effectively market their properties. It is surprising that while most people willingly engage an agent in the sale of their home in order to obtain top dollar for their valued asset, others attempt to sell a multi-million dollar business on their own, running the risk of leaving a significant amount of money on the table.

The exclusive representation provided by Senior Living Investment Brokerage (“Senior Living”) creates a value for property owners that far outweighs the fees associated with entering into such an arrangement.

An exclusive representation agreement with Senior Living consists of two basic principles:

1) The owner agrees to sell the property and to list it only with Senior Living.

2) Senior Living commits its full expertise, experience, and resources to aggressively and confidentially market the property and to loyally represent the owner throughout the entire transaction.

Why Engage Senior Living With An Exclusive Agreement To Sell Your Senior Housing/Long-Term Care Community?

1) Confidentiality. When working with multiple brokers, they may not understand the importance of controlling to whom the information is sent and the intricate nature of facilitating confidentiality throughout the marketing process. We only contact potential buyers directly via an initial telephone conversation. Only upon receipt of an executed Confidentiality Agreement is any specific property information disclosed.

2) Higher price. Professional representation by Senior Living, a specialized company, exposes the property to a much larger market of buyers, thus increasing the price by more than the fees.

3) Sends a Message to the Market. Engaging Senior Living sends a strong message to the marketplace that, not only is the owner committed to selling the property, but that the likelihood of a successful closing is better. Therefore, more investors will devote time to the offering and ultimately bid higher on the property.

4) Establishes Pricing Expectations. This saves the owner time, effort and energy in that he or she will not have to fulfill numerous requests for information only to learn that the prospective purchaser’s price expectations are not in line with the current value of the property.

5) It Saves the Owner Time. In addition to promoting the property, Senior Living will minimize the owner’s time involvement by screening and presenting offers, fulfilling information requests, assisting in arranging financing, coordinating inspections and reviewing escrow documents.

Selling a Long-Term Care facility requires professional representation and Senior Living will achieve the highest price for your property. Our commitment to selling only Long-Term Care & Senior Housing and track record of success demonstrate this.

Feel free to contact me with questions at Michael Brundage.

By Michael L. Brundage,
Senior Vice President