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Outpatient Medical Acquisition Update January 2019

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Page 1: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

Outpatient Medical Acquisition Update

January 2019

Page 2: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

Forward Looking Statements

This document contains “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995. When we use wordssuch as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “pro forma,” “estimate” or similar expressions that do not relate solely tohistorical matters, we are making forward-looking statements. In particular, these forward-looking statements include, but are not limited to, those relating toour company’s ability to close the CNL portfolio acquisition on currently anticipated terms or within currently anticipated timeframes, and the expectedperformance of the acquired businesses; our company’s opportunities to acquire, develop or sell properties; our ability to close anticipated acquisitions,investments or dispositions on currently anticipated terms, or within currently anticipated timeframes; the expected performance of our operators/tenants andproperties; our expected occupancy rates; our ability to declare and to make distributions to stockholders; our investment and financing opportunities andplans; our continued qualification as a real estate investment trust (“REIT”); our ability to access capital markets or other sources of funds; and our ability tomeet our earnings guidance.

Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differ materiallyfrom our expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to: the satisfaction ofclosing conditions to the CNL portfolio acquisition, including the receipt of regulatory approvals and lender or third-party consents; the respective parties’performance of their obligations under the CNL portfolio transaction agreements; the receipt of applicable healthcare licenses and governmental approvals;unanticipated difficulties and/or expenditures relating to the CNL portfolio acquisition; the status of the economy; the status of capital markets, includingavailability and cost of capital; issues facing the health care industry, including compliance with, and changes to, regulations and payment policies,responding to government investigations and punitive settlements and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequateliability and other insurance; changes in financing terms; competition within the health care and seniors housing industries; negative developments in theoperating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; our ability to transition or sellproperties with profitable results; the failure to make new investments or acquisitions as and when anticipated; natural disasters and other acts of Godaffecting our properties; our ability to re-lease space at similar rates as vacancies occur; our ability to timely reinvest sale proceeds at similar rates to assetssold; operator/tenant or joint venture partner bankruptcies or insolvencies; the cooperation of joint venture partners; government regulations affectingMedicare and Medicaid reimbursement rates and operational requirements; liability or contract claims by or against operators/tenants; unanticipateddifficulties and/or expenditures relating to future investments or acquisitions; environmental laws affecting our properties; changes in rules or practicesgoverning our financial reporting; the movement of U.S. and foreign currency exchange rates; our ability to maintain our qualification as a REIT; keymanagement personnel recruitment and retention; and other risks described in our reports filed from time to time with the Securities and ExchangeCommission. Finally, we assume no obligation to update or revise any forward-looking statements, whether because of new information, future events orotherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.

2

Page 3: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

Capital Markets Update

3

Acquired $559M at 5.6% yield

• Hammes: $391M at 5.6%Acquisitions

DispositionsDisposed of $383M at 2.6% yield

• Includes all remaining $239M of non-yielding

QCP assets

Equity

Issuance

$552M of gross proceeds from 8.1M shares

• Average issuance price of $68.41 per share

4th Quarter Capital Markets Activity

Page 4: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

Strategic Capital Deployment Into OM & Health Systems(1)

41. Based on In-Place NOI. See the Supplemental Reporting Measures section of our 3Q18 Supplemental for additional information and reconciliation of In-Place NOI to GAAP net income. In addition, the 3Q17 concentration is based

on In-Place NOI as disclosed and reconciled in the 3Q17 Supplemental. See the Supplemental Reporting Measures at the end of this presentation for a reconciliation of Pro Forma In-Place NOI.

2. Comprises Seniors Housing Triple-Net and Seniors Housing Operating properties.

3Q17

SENIORS

HOUSING(2)

70%

OUTPATIENT

MEDICAL

17%

LONG-TERM/

POST-ACUTE CARE

13%

In-Place

NOI

3Q18 Pro Forma

In-Place

NOI

SENIORS

HOUSING(2)

64%

OUTPATIENT

MEDICAL &

HEALTH

SYSTEM

26%

LONG-TERM/

POST-ACUTE CARE

10%

Portfolio Optimization Represents Significant

Enhancement in Quality of Cash Flow

Page 5: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

CNL Portfolio Acquisition

5

Page 6: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

Welltower to Acquire Class A Medical Office Portfolio

6

Portfolio

Highlights

• 55 medical office building portfolio diversified across 16 states

• 3.3 million square feet has significant overlap and synergies with existing WELL

footprint

• Properties are 92% affiliated with premier health systems

• 2.4% weighted average annual rent increase

Transaction

Details

• National portfolio to be acquired for $1.25 billion

• Initial cash yield is anticipated to be 5.7%

• Strategic expansion of outpatient medical and health system segments supported by

high quality and strong credit-backed cash flow

• Development opportunity on two acquisition sites with Cleveland Clinic and Summit

Medical Group

Unique

Perspective

• Leveraged proprietary data science and analytics platform to identify opportunity

overlooked by market

• Portfolio affiliated with strong hospitals and health systems with zero exposure to “at

risk” hospitals based on WELL risk analysis

• Properties located in high-potential markets based on proprietary predicted gross

rent and net need statistics

UT Cancer Center

Huntersville Physicians

330 Physicians MOB

Page 7: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

Affiliated System Rating % of RSF

A1 19.8%

A1 6.9%

Ba3 5.9%

Aa2 5.6%

A3 5.3%

A 4.2%

Aa3 3.7%

Aa2 3.3%

Aa2 3.1%

BBB+ 3.0%

Strategically Located with Best-In-Class Health Systems

7

Significant Overlap with WELL Footprint Top Rated Health System Affiliations

Other Key Health System Relationships

Page 8: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

High Quality Cash Flow with Investment Grade Credit Support

8

16%

26%50%

8%

Adj. to CampusOff-Campus Aff.On-CampusOff-Campus Non-Aff

On Campus & Affiliated

28%

42%

13%

17%

Top 10 Top 10-50

Top 50-100 Top 100+

Top MSA Concentration

90%

10%

Investment Grade

Non-Investment Grade

Top Rated Credit

26%

12%

10%8%

7%

37%

NC CA TX

TN FL All Other

Geographic Diversity

92% Affiliated 76%+ A-Rated Credit

70%+ in Top 50 MSAsSpread Over 16 States

Calvert Medical Arts ꟾ Washington-Alexandria MSA

Red Bank Professional MOB ꟾ Cincinnati MSA

All percentages based on budgeted NOI

Page 9: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

Portfolio Snapshot

9

Midtown Medical Plaza ꟾ Charlotte-Concord MSA

Siena V and VI ꟾ Las Vegas-Henderson MSAMedHelp Medical Office Building ꟾ Birmingham-Hoover MSA

Page 10: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

Portfolio Snapshot II

10

Chula Vista II ꟾ San Diego-Carlsbad MSAClaremont Medical Office Building ꟾ Los Angeles-Long Beach MSA

Spivey Station Physicians Center ꟾ Atlanta MSA Coral Springs MOB I and II ꟾ Miami-Ft. Lauderdale MSA

Page 11: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

Welltower’s Unique Perspective & Capabilities

11

Hospital Risk AssessmentMarket Potential = Opportunity

Predicted Gross Rents

Physician Net Need

Market Potential

• Risk assessment analyzes hospitals and health systems

based on widely accepted parameters including financial

and operating performance

• Hospitals are ranked based on relative health and further

categorized based on risk profile

Overview

• All hospitals in target medical office building trade area’s are

considered financially healthy based on operating

performance and capital expenditure

• None of the hospitals in the target portfolio are

categorized “at risk”

• Lower ranked hospitals are in markets with limited acute-

care beds within 10-mile radius

Target Portfolio Analysis

Acquisition Portfolio Relative Market Potential

Page 12: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

Hammes Acquisition

12

Page 13: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

Hammes Medical Office Portfolio Acquisition

13

Portfolio

Details

➢ 23 properties totaling 979,000 rentable square feet

➢ Portfolio spans 12 metro markets

➢ Average age of 10 years

➢ 96% affiliated with health systems with opportunity to drive

future partnerships

➢ 94% occupied

Deploying Capital in Class-A Outpatient Medical Portfolio and Driving Future Growth Opportunities

Acquisition

Details

➢ 150,000 sq. ft. of land for development at UNC

➢ Purchase Price of $391 million

➢ Initial yield of 5.6%

➢ Strengthens relationships with several key relationships while

introducing new health systems into the portfolio

Top Health System Tenants

• 25k physicians

• 51 hospitals

• 23 hospitals

• 650 outpatient

facilities

• 3.2k physicians

• 1.4m patients

• 2.6k locations

• 165k associates

• 400 physicians

• 14 hospitals

Page 14: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

Hammes Portfolio Snapshot

14

Elmhurst Memorial Addison Health CenterProvidence Britton Plaza

CHI St Luke’s The Vintage

Page 15: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

Welltower’s Expanded Outpatient Medical Portfolio

15

Hammes Portfolio

Page 16: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

Supplemental Reporting Measures

16

Page 17: Outpatient Medical Acquisition Update...MedHelp Medical Office Building Birmingham-Hoover MSA Siena V and VI Las Vegas-Henderson MSA Portfolio Snapshot II 10 Claremont Medical Office

Pro Forma Reconciliation

17

$ s in tho us ands

3Q'18

Annualized In-

P lace NOI (1) % o f To ta l

Hammes

P o rtfo lio

Acquis itio n

(2)

CNL P o rtfo lio

Acquis itio n

(3)

Other

Inves tment

Activity (4)

P ro Fo rma

Annualized In-

P lace NOI % o f To ta l

Senio rs Ho us ing Opera ting 1,021,020$ 47.9% -$ -$ 3,686$ 1,024,706$ 45.9%

395,720 18.6% - - - 395,720 17.7%

343,504 16.1% 21,877 71,250 3,823 440,454 19.7%

143,204 6.7% - - - 143,204 6.4%

229,772 10.7% - - (1,589) 228,183 10.3%

2,133,220$ 100.0% 21,877$ 71,250$ 5,920$ 2,232,267$ 100.0%

No tes :

(1)

(2)

(3)

(4)

P ro Fo rma Adjus tments

Senio rs Ho us ing Triple-Net

Lo ng-Term/P o s t-Acute

Outpa tient Medica l

Health Sys tem

See the Supplementa l Repo rting Meas ures s ec tio n o f o ur 3Q18 Supplementa l fo r additio na l info rmatio n and reco ncilia tio n o f In-P lace NOI to

P ro fo rma adjus tment to re flec t the $ 391 millio n Hammes acquis itio n as if the trans ac tio n o ccurred o n J uly 1, 2018. See pages 12 to 15 o f this

pres enta tio n fo r further info rmatio n o n the trans ac tio n in additio n to o ur P res s Releas e da ted December 4, 2018. P ro fo rma adjus tments a re

bas ed o n es timates and as s umptio ns and are pre liminary in na ture , and s ho uld no t be as s umed to be an indica tio n o f the res ults tha t wo uld have

been achieved had the trans ac tio n been co mple ted as o f the da te indica ted.

P ro fo rma adjus tment to re flec t the $ 1.25 billio n CNL P o rtfo lio acquis itio n as if the trans ac tio n o ccurred o n J uly 1, 2018. See pages 5 to 11 o f this

pres enta tio n fo r further info rmatio n o n the trans ac tio n in additio n to o ur P res s Releas e da ted J anuary 2, 2019. P ro fo rma adjus tments a re bas ed

o n es timates and as s umptio ns and are pre liminary in na ture , and s ho uld no t be as s umed to be an indica tio n o f the res ults tha t wo uld have been

achieved had the trans ac tio n been co mple ted as o f the da te indica ted.

P ro fo rma adjus tment to re flec t o ther inves tment and dis po s itio n ac tivity ac tua lly o ccurring during the fo urth quarte r o f 2018 as if s uch trans ac tio ns

had o ccurred o n J uly 1, 2018. P ro fo rma adjus tments a re bas ed o n es timates and as s umptio ns and are pre liminary in na ture , and s ho uld no t be

as s umed to be an indica tio n o f the res ults tha t wo uld have been achieved had the trans ac tio ns been co mple ted as o f the da te indica ted. On J une

27, 2018, we anno unced the trans itio n o f 63 pro perties fro m Bro o kdale Senio r Living Inc . to o ther vario us o pera to rs . During the fo urth quarte r o f

2018, 35 o f thes e pro perties were trans itio ned. No te tha t the impact o f thes e co mple ted trans itio ns a re no t inc luded.