Unlocking Your Hospital’s Potential Through Strategic Real Estate Transactions
Wednesday, November 11, 2009
Moderator
Matthew P. (Matt) Utecht, Esq. Shareholder Haynsworth Sinkler Boyd, PA Email Questions to:
[email protected]
Faculty E. Hunter Beebe Managing Principal HRE Capital Anne S. Ellefson, Esq. Managing Shareholder Haynsworth Sinkler Boyd, PA Kathleen C. (Kathy) McKinney, Esq. Shareholder Haynsworth Sinkler Boyd, PA
Agenda 1. Trends in Healthcare Real Estate 2. Strategies 3. Detailed Case Studies 4. Are You a Candidate? 5. Legal Considerations 6. Questions & Answers
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Healthcare Industry Trends These trends, outlined below, are leading health systems and hospitals, large and small, rated and un‐rated, to explore alternative ways to access capital and fund new projects. Disruptions in capital markets creating funding uncertainty Margin compression due to macroeconomic environment / unemployment Decline in investment portfolios due to market downturn Decrease in philanthropy due to donor investment losses Continued increases in required capital improvements Looming “healthcare reform” impact Difficulty in maintaining a broad mission Industry consolidation Conservative approach to pending investment decisions Continued exploration of physician alignment
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Not‐for‐Profit Hospital: Sources of Capital / Funding In the current capital market environment, liquidity (days cash on hand, etc.) is one of the primary drivers that rating agencies analyze when underwriting overall hospital / healthcare system credits. As such, cash should be viewed as the “option of last resort” when funding capital expenditures. THIRD‐PARTY MARKETS
INTERNAL FUNDING Return on Investments Dependent upon Investment Market Conditions Important Source of Cash Flow in “Lean” Years Typically Limited to “Supplemental” Funding Operating Cash Flow Uncertainty in Annual Amount Insufficient for Large Projects Highly Influenced by Government (reimbursement rates, mandates)
Philanthropy High Profile Least Expensive (Free) Long Lead Time / Uncertainty
Sources of Capital
Cash & Investments Important for Bond Ratings Insufficient for Large Projects Typically Limited to “Supplemental” Funding Able to Feed Liquidity / Cash
Tax Exempt Bond Financing Must be Tax Exempt Use Liquid Market ‐ Based on Investor Demand Inexpensive Longer Lead Time & Need for Large Offering Used to Refinance Existing or Capital Project Real Estate Capital Markets Taxable and Tax‐Exempt Projects Debt & Monetization / Sale Options Various structures available to meet Necessary Goals, including: Gain Liquidity / Cash Maintain Needed Controls Maintain / Enhance Debt Capacity
Able to Free Debt Capacity
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Introduction
Real Estate Monetization/Developer Selection Targets Almost all healthcare related real estate projects are candidates for potential monetization and/or developer selection, which include, but are not limited to, the following: On‐ and Off‐Campus Medical Office Buildings Fitness / Wellness Centers / Rehab Facilities Ambulatory Surgery Centers and Imaging Centers Specialty Hospitals / LTACHs / Behavioral Health Facilities Clinics Administrative Buildings Hospice Facilities Parking Facilities Senior Care Facilities
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Potential Goals for Monetization/Developer Selection Hospital systems across the United States are exploring monetization / alternative financing options for owned and to‐be‐developed medical office and other non‐core real estate assets. These transactions can be structured to achieve the following:
Enhance / Maintain Liquidity Minimize Occupancy Costs Maximize Debt Capacity Minimize Capital Commitments to Project(s) Provide Physician Investment Options Limit Involvement in Physician Tenants / Owners “Negotiations” (Stark) Maintain Control of Assets and / or Land Reposition out of Real Estate Ownership / Management / Development Partner with Healthcare Real Estate Management Expert Gain Off‐Balance Sheet Accounting Treatment Limit Occupancy Costs Improve / Maintain Key Financial Ratios Optimize Credit Profile Retire Existing Debt 7
Summary of Available Transactions The list below is a sample of the types of transactions that may be available to healthcare providers. These options should be considered in the context of a systems goals and objectives and should be tailored to the specific situation: Single‐Asset or Portfolio Monetization Fall‐away Master Lease / Master Leaseback Structures Support Agreements Partial Sale / Leaseback (taxable or tax exempt) Developer / Operator Selection for to‐be‐developed Project Ground Lease Structures (control and / or participation) Physician Syndication Structures / Condominium Structures Joint Venture Debt Financing / Refinancing Credit Tenant Lease Debt (100% of project cost) Tax Exempt Build‐to‐Suit or Sale / Leaseback Restructuring of Existing Arrangements to Better achieve goals (shorten lease, redevelopment, purchase/sale leaseback etc) 8
Case Study #1
LOCATION
Greenville, SC
SYSTEM PROFILE
Four acute care hospitals and 11 specialty healthcare facilities with a total of 1,268 beds
FINANCIAL PROFILE
AA Credit Rating (Fitch) Total Assets of $1.3 Billion Annual Revenues of $1.1 Billion
SERVICE PROVIDED
Strategic Real Estate Options Assessment Evaluation of 25 currently owned and to be developed medical office assets.
TRANSACTION COMPLETED
Portfolio Monetization Developer Selection
TRANSACTION SUMMARY
Monetization of a 16 building, 855,376 square foot portfolio, with a total value of $162,820,000 and Developer Selection for several to-be-developed buildings
BENEFITS OF TRANSACTION
Created substantial unrestricted liquidity and beneficial accounting treatment, while maintaining appropriate control 9
Case Study #2 LOCATION
Benton, AK
SYSTEM PROFILE
Standalone rural community hospital with 167 beds
FINANCIAL PROFILE
Unrated Total Assets of $72 Million Annual Revenues of $80 Million
SERVICE PROVIDED
Strategic Real Estate Options Assessment Evaluation focusing on physician ownership and existing short-term lease structure of currently owned medical office assets.
TRANSACTION COMPLETED TRANSACTION SUMMARY
Portfolio Monetization
TRANSACTION BENEFITS
Generated substantial liquidity at a key time for SMH, while maintaining appropriate control. Investor plans to offer physician ownership…
Monetization of a 4 building, 110,315 square foot portfolio, with a total value of $15,000,000. Transaction was structured to include an ownership option for physician-tenants.
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Are You a Candidate for Monetization / Developer Selection? The following questions may help a health system or hospital ascertain if they are a potential candidate for the monetization of non‐core real estate assets. Need for Unrestricted Cash / Liquidity? Limited Access to Traditional Funding Sources? Income Generating Real Estate? New Real Estate Development Projects on the Horizon? Expert Management? Reduce Debt? Fraud & Abuse Laws of Concern? Benefit from an Expert Real Estate Developer as a Partner? Physicians Seeking Real Estate Ownership? Exploring For‐Profit JV’s that include New or Existing Real Estate?
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Real Estate
What Process Should I Undertake to Determine Appropriateness? The best approach to achieve your goals is a structured process geared towards a customized result. The approach should entails the following two phases outlined below: Phase 1: Strategic Real Estate Options Assessment (“ROA”) The ROA will serve to educate senior management and board members regarding control issues, valuation of assets, partnering with real estate companies/developers, various financing options and structures, the impact on financial statements and others. It clearly delineates the rationale for pursuing a particular type(s) of transaction structure(s). Phase 2: Transaction Marketing Process This is a highly structured and intensive process that is designed to generate interest and competition in the marketplace and includes the creation of a marketing plan, production of offering materials, contacting of interested parties, solicitation of offers, and negotiation and closing of the transaction.
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Legal Considerations What Are You Going to Sell? Footprint vs. Land and Building Contents of the Building Services Necessary to Operate the Building
Legal Considerations How is the Building Operated? Hours of operation and approved uses Utilities Maintenance Alteration Subletting Insurance Taxes and other impositions Expansion Rights Use Restrictions
Legal Considerations What Happens When the Buyer Wants / Gets Out? Use restrictions on the land itself Right of First Refusal Foreclosure Other Considerations Buyer financing
Legal Considerations
For governmental hospital, check enabling legislation or ordinances. For all hospitals, check bond documents: Master trust indenture Insurer agreements Letter of credit bank agreement
Legal Considerations
What Possible Actions Must You Take? Pay off bonds allocated to this project; or Use receipts from sale for other capital projects
Legal Considerations
If property to be sold is financed in whole or in part with tax‐exempt bonds, you will need an opinion of bond counsel to proceed
Questions & Answers
[email protected]
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