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August 2015 Brown Gibbons Lang & Company Chicago Cleveland Irvine San Antonio bglco.com Healthcare & Life Sciences The BGL Healthcare & Life Sciences Insider is published by Brown Gibbons Lang & Company, a leading independent investment bank serving middle market companies throughout the U.S. and internationally. Spotlight On: Healthcare Real Estate: Volume & Valuations Inuenced by “Perfect Storm” Conditions Investment demand and corresponding sale transaction volume for healthcare real estate have reached historic highs. The recession-resilient asset class continues to attract broad investor appeal, from institutional and private investors alike, as capital inows continue to drive demand and provide stability for healthcare real estate values. Continued consolidation involving health systems and physician groups, combined with optimal capital market conditions, are fueling investor demand for healthcare real estate, driving sale transaction volume and real estate valuations to unprecedented levels. As of 2Q 2015, publicly traded healthcare REITs had an average EBITDA multiple of 19.6x while publicly traded hospitals and surgical operating companies had lower multiples of 8x–10x. This difference in value, by a factor of 2:1, is prompting many physician-owners of healthcare real estate to consider monetizing their asset(s) through a sale/leaseback, which can also be structured as a tax-deferred UPREIT transaction. Insider Transactions involving securities are conducted at the Chicago and Cleveland ofces.
Transcript
Page 1: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

August 2015Brown Gibbons Lang & Company

Chicago

Cleveland

Irvine

San Antonio

bglco.com

Healthcare & Life Sciences

The BGL Healthcare & Life Sciences Insider is published by Brown Gibbons Lang & Company, a leading independent investment bank

serving middle market companies throughout the U.S. and internationally.

Spotlight On:Healthcare Real Estate: Volume & Valuations Infl uenced by “Perfect Storm” ConditionsInvestment demand and corresponding sale transaction volume for healthcare real

estate have reached historic highs. The recession-resilient asset class continues

to attract broad investor appeal, from institutional and private investors alike, as

capital infl ows continue to drive demand and provide stability for healthcare real

estate values.

Continued consolidation involving health systems and physician groups,

combined with optimal capital market conditions, are fueling investor demand for

healthcare real estate, driving sale transaction volume and real estate valuations

to unprecedented levels. As of 2Q 2015, publicly traded healthcare REITs had

an average EBITDA multiple of 19.6x while publicly traded hospitals and surgical

operating companies had lower multiples of 8x–10x. This difference in value, by

a factor of 2:1, is prompting many physician-owners of healthcare real estate to

consider monetizing their asset(s) through a sale/leaseback, which can also be

structured as a tax-deferred UPREIT transaction.

InsiderTransactions involving securities

are conducted at the Chicago and

Cleveland offi ces.

Page 2: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

Healthcare & Life Sciences Insider

Spotlight On:

2

Healthcare Real Estate Transaction Volume Reaches New Highs

Investment demand, corresponding sale transaction

volume, and valuations for healthcare real estate have

reached historic highs. The investment demand for quality

healthcare real estate assets in 2015 continues unabated.

For the fourth consecutive year, healthcare real estate

sales are at peak levels, with $9.8 billion in total transaction

volume in 2014, a 32 percent increase over the 2013 volume

of $7.1 billion, and topping $11.9 billion for the fi rst half of

2015. Healthcare is now the largest REIT sector for capital

raised with $59.3 billion by all healthcare REITs from

2010 through 2014. This outsized amount represents 21

percent of the total universe of REIT capital raised, while

the healthcare segment comprises only 13 percent of

the total REIT market capitalization. This record volume

of transactions and capital being raised is a function of

an asset class that has gained wide institutional investor

acceptance.

According to Revista, a provider of focused healthcare

property data, of the total transactions for 2014, medical

offi ce buildings (MOBs) represented 63 percent of the

volume with the remaining volume comprised of hospitals

(18 percent) and other medical facilities (19 percent).

Northstar Healthcare REIT was the largest buyer, by

volume, in 2014 through its acquisition of Griffi n American

Healthcare REIT II in December 2014 for approximately

$4 billion, which included 153 healthcare and senior housing

communities. This was followed by Ventas, Inc.’s (NYSE:

VTR) acquisition of American Realty Capital Healthcare

Trust, Inc. (NASDAQ: HCT) in January 2015 for $2.6

billion, which included 115 healthcare and senior housing

communities.

The investment sales market for MOBs and other healthcare

real estate assets, such as ambulatory surgery centers

(ASCs) and short-stay hospitals, have already surpassed

last year with 1,176 transactions completed through 1H 2015,

totaling approximately $11.9 billion. In comparison, there

were 950 sale transactions, totaling $9.8 billion, for all of

2014. We anticipate continued high volumes in the second

half of 2015 as institutional acquisition groups compete to

deploy and leverage a signifi cant amount of equity in the

third and fourth quarters in order to fulfi ll their acquisition

goals for the year.

Healthcare Real Estate Transaction Volume

Source: Real Capital Analytics.

NOTES:

(1) Medical volume includes property or portfolio sales $2.5 million or greater. Does not include sale transaction data for senior housing communities or skilled nursing facilities.

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1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

U.S. M

edical Volum

e ($ in billions)

Num

ber

of P

rope

rtie

s

Number of Properties Volume ($ in billions)

3Q 2007

Total Volume $8.7 billion

Average PSF $214

Average Cap Rate 6.2%

4Q 2009

Total Volume $2.2 billion

Average PSF $197

Average Cap Rate 7.5%

2Q 2015

Total Volume $11.9 billion

Average PSF $233

Average Cap Rate 6.5%

1

Healthcare Real Estate Market Analysis - 1H 2015

Page 3: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

3

Healthcare & Life Sciences Insider

cap rate is essentially similar to a yield for a bond, or the

inverse of a price-earnings multiple in equities, in that it

compares the net operating income of the property to the

overall value).

Many investors have been laser-focused on how a rise

in U.S. Treasury rates could trigger a rise in cap rates

and therefore a reduction in real estate values. The high

valuation multiples have been fueled by an extended low

interest rate environment, an unprecedented amount

of capital being raised by institutional investors, and

predictable demand drivers for healthcare services as a

result of the nation’s aging demographics and the newly

insured under the Affordable Care Act, which is increasing

demand for healthcare services and facilities.

The average cap rate for transactions that have closed

thus far in 2015 is 6.5 percent, which is down favorably

in comparison to 7.2 percent for 2014. The 2015 average

cap rate of 6.5 percent is infl uenced slightly by Ventas’

acquisition of American Realty Capital Healthcare Trust,

Inc. ($1.04 billion, 78 medical offi ce buildings), which had a

reported cap rate of 6.2 percent. The compression in cap

Healthcare Real Estate Capitalization Rates

Source: Real Capital Analytics.

NOTES:

(1) Medical volume includes property or portfolio sales $2.5 million or greater. Does not include sale transaction data for senior housing communities or skilled nursing facilities.

1

6.0%

6.5%

7.0%

7.5%

8.0%

8.5%

9.0%

$0.0

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

$14.0

1Q

2Q

3Q

4Q

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3Q

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3Q

4Q

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2Q

3Q

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2Q

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Capitalization Rate

U.S

. Med

ical

Vol

ume

($ in

bill

ions

)

Volume ($ in billions) Capitalization Rate

Healthcare Real Estate Values at Peak Levels

The fi rst two quarters of 2015 each had an average

capitalization rate of 6.5 percent (a capitalization rate of

6.5 percent is equivalent to an EBITDA multiple of 15.4x),

which are the lowest average capitalization rates recorded

for a quarter since the onset of the Great Recession where

the previous record-setting average capitalization rate was

6.2 percent achieved in 3Q 2007. (A key metric in real

estate valuation is the capitalization rate or cap rate. The

The investment sales market for healthcare real estate

is fundamentally sound from both a capital markets and

an investment demand perspective, creating a market

where capitalization rates and transaction volumes are

exceeding all historic measures for the asset class. Real

estate holders have capitalized on this opportunity and

are realizing signifi cant gains, accessing both proceeds

and tax-deferred liquidity by entering into a transaction

structure known as an UPREIT or DownREIT, which

provides unique income tax advantages, estate tax

planning opportunities, as well as portfolio diversifi cation.

Page 4: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

Healthcare & Life Sciences Insider

Spotlight On:

4

rates has been gradual, following trends in previous years,

supported by low interest rates and a disproportionate

amount of capital seeking a limited supply of institutional

quality assets.

Investment demand for stabilized medical offi ce buildings

and other healthcare real estate assets has never been

greater, with the average capitalization rate declining

from 7.7 percent in 2010 to 6.5 percent in 1H 2015. It is

evident that the healthcare real estate investment class has

emerged from the Great Recession as one of the more risk

averse investments in the commercial real estate market.

Further indication of today’s favorable market conditions

is evidenced in the pricing of healthcare real estate. In its

recent Trends & Trades report, RCA cited an average price

per square foot (PSF) of $261. This is a 21 percent increase

over the average PSF of $216 for all of 2014.

The proven resiliency, reliable returns, and sound market

fundamentals have led to substantial interest from all

investor profi les, including public and private REITs, pension

funds, life insurance companies, foreign funds, institutional

investors, private syndication, and high net-worth private

investors. As a result, the infl ow of capital in search of stable,

risk-adjusted investment opportunities within the space is

expected to grow, providing stability for healthcare real

estate values.

Solid Occupancy Fundamentals and Expanding Outpatient Job Growth

Overall tenant demand for healthcare real estate continues

to increase. As of 2Q 2015, vacancy rates for medical offi ce

buildings (10.9 percent) fell below 11.0 percent for the fi rst

time since the Great Recession. By comparison, vacancy

rates for medical space are 160 and 340 basis points lower

than those of Central Business District (CBD) and Suburban

offi ce space, respectively. Contributing to the lower vacancy

rates are the long-term leases that are associated with

medical tenants and the high cost of specialty-specifi c

improvements. Since 3Q 2009, vacancy rates for medical

offi ce space have ranged between 10.9 - 11.8 percent

(90 basis points) versus vacancy rates for traditional offi ce

space, which have ranged between 13.4 - 15.9 percent

(255 basis points), further evidencing that medical offi ce

space has a lower economic correlation with the overall

economy than traditional offi ce space since healthcare

services are more need-based driven and less susceptible

to economic swings. Leasing market conditions for medical

offi ce space should continue to improve in 2015 and beyond

as developers, lenders, and healthcare providers continue to

assess and understand the long-term impact of the ACA.

The healthcare sector added jobs through the recession

and continues to expand to meet the growing demand for

services. According to the U.S. Bureau of Labor Statistics,

outpatient care employment has grown 4 percent every

quarter since 2Q 2012 and peaked just under 6 percent in

1Q 2014. However, growth trends vary signifi cantly within

healthcare employment, refl ecting changing provider and

consumer location preferences. For example, at one end of

the spectrum, outpatient care centers have been expanding

in the 4 to 6 percent range over the last three years.

Advancements in technology, provider and consumer cost

pressures, and aging demographics have been driving the

shift in many medical procedures to a lower-cost outpatient

setting that is more conveniently located closer to the target

consumer base. In contrast, hospital employment growth

has been close to zero percent, as smaller community and

non-profi t hospitals cope with reduced reimbursements,

an increasing Medicare patient base, and increased

administrative costs.

Healthcare Reform Driving Consolidation

Uncertainty arising from healthcare reform remains the

biggest concern in the industry. Since the passage of the

Affordable Care Act in 2009, there has been an accelerating

trend of health system and physician group acquisitions,

Healthcare Real Estate Market Analysis - 1H 2015

Healthcare M&A Transaction Volume

Source: S&P Capital IQ.

Based on announced deals, where the primary location of the target is in the United States.Deal counts and value include transactions with undisclosed values.

0

50,000

100,000

150,000

200,000

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300,000

0

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2002

2003

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2008

2009

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2011

2012

2013

2014

1H 2

014

1H 2

015

Deal V

alue ($ in m

illions)Num

ber

of T

rans

acti

ons

Number of Transactions Deal Value

The proven resiliency, reliable returns, and sound

market fundamentals have led to substantial interest

from all investor profi les, including public and private

REITs, pension funds, life insurance companies, foreign

funds, institutional investors, private syndication, and

high net-worth private investors. As a result, the infl ow

of capital in search of stable, risk-adjusted investment

opportunities within the space is expected to grow,

providing stability for healthcare real estate values.

Page 5: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

5

Healthcare & Life Sciences Insider

Leading Healthcare Real Estate Buyers

Source: Real Capital Analytics.

47%

40%

13%Publicly Traded &Non-Traded REITs

Private Investors

Owner-Occupiers

consolidations, and alliances. 2014 was a record year for

healthcare M&A with 1,556 announced transactions—up

from 931 transactions in 2009. With increased participation

in M&A by hospitals and independent practice groups,

consolidation involving ambulatory surgery centers and

specialty hospitals will also increase.

As the number of provider transactions continues to rise,

so too will the demand for the underlying real estate.

With more creditworthy tenants taking over additional

practices, rents will be sustainable at maximum fair market

value. Consequently, since the value of the real estate is

dependent upon the rent, this creates an optimal time for

physician-owners of healthcare real estate to monetize their

asset by selling to a REIT or other healthcare real estate

investor during a time where valuations and transaction

structure fl exibility have never been better.

Buyer Composition

Through 2Q 2015, the leading buyers were public REITs,

public non-traded REITs, and other institutional buyers at

47 percent of volume, with the Ventas/American Realty

Capital Healthcare Trust portfolio accounting for the

majority. Private investors made up 40 percent of the

market, with health system, hospital, and physician groups

making up the remaining balance.

REITs are dominating all other buyer types in more ways

than one. According to Revista, during 2Q 2015, REIT

investors acquired MOBs at an average PSF of $308. This

is 7 percent higher than hospital and health system buyers,

which are acquiring at an average PSF of $288. REITs are

also out-buying private investors and owner-occupant

investors by an impressive 29 percent and 62 percent,

respectively. Private investors are purchasing MOBs at an

average price of PSF of $239.

Healthcare Real Estate Market Comparison - 2Q 2015 versus 3Q 2007

Indications of today’s favorable market conditions become

acutely apparent when comparing healthcare real estate

sales in 2Q 2015 with 3Q 2007, which is widely considered

to be the market peak that would never be matched again.

The 2Q 2015 transaction volume of $11.7 billion, comprised

of 47.5 million square feet, has outpaced 3Q 2007 levels

of $8.7 billion (38 million square feet) with comparable

capitalization rates.

Given the current market conditions, many providers

are conducting strategic reviews and looking closely at

monetizing both core and non-core assets, transferring

ownership and valuation risk, and redeploying capital

towards growth opportunities and other core areas of their

business, while maintaining a degree of control over the

asset.

Money Rates

Source: Bloomberg, Wall Street Journal, BankRate.com.

As of August 25, 2015.

8/25/2015 M-M Y-YTax Exempt AAA Rate (10-year GBA Rate) 2.09% 2.30% 2.36%

Prime 3.25% 3. 25% 3.25%

5-Year U.S. Treasury 1.57% 1.70% 1.63%

10-Year U.S. Treasury 2.18% 2.22% 2.35%

1-M LIBOR 0.20% 0.19% 0.16%

Dow Jones Industrial Average 16,139 17,569 17,079

10-Year Swap Spread 2.15% 2.31% 2.57%

Given the current market conditions, many providers

are conducting strategic reviews and looking closely at

monetizing both core and non-core assets, transferring

ownership and valuation risk, and redeploying capital

towards growth opportunities and other core areas of

their business, while maintaining a degree of control

over the asset.

Page 6: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

Healthcare & Life Sciences Insider

89.9%

91.0%

88.4%

85.0%

86.0%

87.0%

88.0%

89.0%

90.0%

91.0%

92.0%

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q

2011 2012 2013 2014 2015

Occ

upan

cy R

ates

(%)

Senior’s Housing Independent Living Assisted Living3.

4%

3.7%

4.1%

3.8%

4.2%

3.9%

3.8%

3.9%

3.6%

3.8%

4.3%

4.5%

4.5%

4.3%

4.5%

4.1%

3.6%

3.9%

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

4.0%

4.5%

5.0%

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q

2011 2012 2013 2014 2015

Cap

Rate

Pro

xy =

FFO

/EV

Senior Housing Occupancy Rates

$1,578

$890 $1,017

$2,195

$1,428 $1,373 $1,484

$2,480

$2,160

0

500

1,000

1,500

2,000

2,500

3,000

Jun-11 Dec-11 Jun-12 Dec-12 Jun-13 Dec-13 Jun-14 Dec-14 Jun-15

Cas

h &

Sho

rt T

erm

Inve

stm

ents

($

in m

illio

ns)

Public REITS Cash Levels

Capitalization Rates

Source: S&P Capital IQ, Thomson Reuters, Pitchbook, NIC MAP.

• Cap rates remain at a cyclical low, with

industry participants maintaining signifi cant

liquidity and high appetite for new

investments

• Signifi cant transaction activity persists

across the Senior Living sector, with median

valuations for AL/IL ranging from $200,000

to $250,000 per unit for high quality assets

• Assisted living occupancy rates remain at a

5-year high

Positive Sector Trends

• Strategic buyers continue to have a high

level of cash on hand and plenty of debt

capacity

• Healthy appetite for geographic expansion

and add-on acquisitions

Broad Strategic Buyer Universe

• Public and private funds continue to have

record levels of liquidity

• Competition among REITs to acquire top

quality assets is applying upward pressure

on valuations

• Cost of capital is at historic lows

• Public companies are trading at high levels

(low cap rates)

Very High REIT Activity

Senior Housing Market Snapshot

6

Page 7: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

Healthcare & Life Sciences Insider

Significant Senior Housing TransactionsTTM June 2015

Source: Real Capital Analytics, BGL proprietary.

Date Type Portfol io Name Units Pr ice ($M) Pr ice Per Unit Buyer/Sel ler

Jun-15 IL Extendicare International 15,000 $876.50 $58,400Northstar Healthcare JV Formation Capital JV Safanad / Extendicare REIT

Jun-15 IL Chartwell Retirement 4,795 $847.00 $176,600 Brookdale Senior Living JV HCP, Inc, / Chartwell REIT

Jun-15 IL Arcapita Retirement Communities 3,838 $639.50 $166,600Northstar Healthcare JV The Freshwater Group / Arcapita

May-15 ILHoliday Retirement Senior Housing

3,912 $876.00 $223,900NorthStar Realty Finance JV Northstar Healthcare / Holiday Retirement

May-15 AL CNL Healthcare Senior Housing 3,379 $762.60 $225,688 Senior Housing Props Tr / CNL Lifestyle Properties, Inc.

Mar-15 ILHawthorn Retirement Senior Housing

2,082 $429.90 $206,500New Senior Investment Group / Hawthorn Retirement Group

Jan-15 AL ARC Healthcare 3,811 $1,185.50 $311,100 Ventas / ARC Healthcare Trust

Dec-14 IL Health Care REIT Senior Housing 1,679 $415.70 $247,600 National Health Investors Inc (NHI) / Health Care REIT

Sep-14 IL Holiday Senior Housing 2,829 $550.00 $194,400 Sabra Health Care REIT / Holiday Retirement

Aug-14 IL Brightview Shelter Group 1,637 $495.00 $302,400 Harrison Street RE Capital / Prudential RE Investors

Jul-14 AL Emeritus-Brookdale 15,819 $2,397.10 $151,500 Brookdale Senior Living / Emeritus

Senior Housing Market Snapshot

Mergers & Acquisitions in Senior Living

Transaction Volume Transaction Value

Source: Irving Levin Associates.

0

10

20

30

40

50

60

70

80

90

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q

2009 2010 2011 2012 2013 2014 2015

Num

ber o

f Tra

nsac

tion

s

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2009 2010 2011 2012 2013 2014 2015

Cum

ulative Capital Invested ($ in billions)

Cap

ital

Inve

sted

($ in

bill

ions

)

7

Page 8: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

Healthcare & Life Sciences Insider

Spotlight On:

8

Case Studies in Value Creation

Brown Gibbons Lang Real Estate Partners (BGLRP) has witnessed tremendous healthcare

real estate investment activity in 2015 and has arranged a variety of transactions to meet

the demand.

BGLRP advised on the disposition of the Southern Illinois Center for Health (SICH)

campus in Waterloo, IL. SICH consists of a two-story medical offi ce building, an

ambulatory surgery center, an imaging center, and a freestanding dialysis center.

Brown Gibbons Lang & Company’s (BGL) investment bank was engaged to facilitate the

strategic divestiture of the physician practice groups, which were acquired by one of the

nation’s leading operators of general acute hospitals. BGLRP simultaneously monetized

the real estate assets that make up the campus, which was acquired by a national

healthcare REIT. The challenge and mandate was to structure both transactions to be

fully committed and to close simultaneously.

Both BGL divisions achieved strong valuation multiples, resulting in a highly profi table

outcome for the physician practices while providing the healthcare system with long-

term control of the campus as part of its strategic delivery of outpatient care for the

region.

Surgical Institute of Reading (SIR) is a physician-owned hospital and provider of inpatient

and outpatient services in Reading, PA. Brown Gibbons Lang & Company served as the

exclusive fi nancial and real estate advisor to SIR. The state-of-the art surgical hospital is

equipped with four operating suites, 15 inpatient rooms, and additional procedure space

for a variety of diagnostics and pain management. BGL’s investment bank was engaged

to facilitate the recapitalization and merger of SIR, which partnered with United Surgical

Partners International (USPI) and its affi liate Reading Surgery Center. USPI is the largest

manager of short-stay surgery facilities in the U.S. with more than 200 facilities.

As part of the recapitalization and merger of the operating company, BGL Real Estate

Partners executed on the sale of the hospital real estate through a sale-leaseback

transaction that achieved an EBITDA valuation multiple of approximately 14x and a

record setting price per square foot for the state of Pennsylvania.

Surgical Institute of ReadingReading, PA Closed July 2015

Southern Illinois Center for HealthWaterloo, IL Closed July 2015

8

Page 9: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

Healthcare & Life Sciences Insider

Spotlight On:

9

Case Studies in Value Creation

Brown Gibbons Lang Real Estate Partners (BGLRP) has witnessed tremendous healthcare

real estate investment activity in 2015 and has arranged a variety of transactions to meet

the demand.

BGL Real Estate Partners (BGLRP) served as the exclusive real estate advisor for the

physician-ownership entity of Novi Orthopedic Center in Novi, MI. The orthopaedic-

centric medical offi ce building, consisting of 64,925 square feet, is anchored by an

outpatient surgery center that is jointly owned and operated by the physicians and the

hospital. Novi Orthopedic Center is located on the campus of Providence Park Hospital,

which is a part of Ascension Health, the largest non-profi t health system in the United

States and the world’s largest Catholic health system.

The property ownership had received unsolicited purchase offers from multiple healthcare

REITs prior to engaging BGLRP. BGLRP managed a controlled marketing process that

generated an eventual sale price that exceeded the initial ‘pre-engagement’ offers

by over 20 percent, which equated to an EBITDA valuation multiple of approximately

16x. The transaction included the complexities of a ground lease assignment, hospital

and health system approvals, and managing multiple physician groups throughout

the process.

BGL Real Estate Partners (BGLRP) advised the physician-ownership group on the sale

of its outpatient surgery center in Lubbock, TX, which is an outpatient department of

Lubbock Heart and Surgical Hospital. The physician-ownership was interested in

transferring ownership risk of the real estate to a REIT and creating liquidity and tax-

deferred treatment.

In order to meet these objectives, BGLRP structured the transaction as an UPREIT, which

enabled each member of the selling entity to diversify its equity into a larger portfolio of

professionally managed high quality assets. By structuring as an UPREIT, each member

effectively completed a tax-deferred exchange into the REIT’s portfolio, protecting

each member’s built-in long-term capital gain, enabling them to manage their own tax

planning strategies, and capitalize on current market conditions where healthcare real

estate is achieving unprecedented high valuations (13.75x – 16x EBITDA). Leveraging

BGRLP’s extensive knowledge and experience with UPREIT structures, BGLRP delivered

the ideal transaction structure, accommodating each physician-owner’s sale and

investment objectives.

NorthStar Surgical CenterLubbock, TX Closed December 2014

Novi Orthopedic CenterNovi, MI Closed April 2015

9

Page 10: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

Healthcare & Life Sciences Insider

Overall M&A ActivityMergers & Acquisitions

2006 - Current

Middle Market M&A Activity Private Equity Transaction Activity*

Mergers & Acquisitions Activity

Trends in Valuation

Acquisition Financing Trends

Total Leverage Equity Contribution

SOURCE: Standard & Poors LCD.

SOURCE: Standard & Poors LCD.*NA: Data not reported due to limited number of observations for period.*NA: Data not reported due to limited number of observations for period. SOURCE: Standard & Poors LCD.

SOURCE: Standard & Poors LCD.

Transactions with Strategic Buyers Transactions with Financial Buyers

Transaction Count by Deal Size

Middle market enterprise values between $25 million and $500 million. Middle market enterprise values between $25 million and $500 million.

EBIT

DA

Mul

tiple

Tota

l Deb

t to

EBIT

DA

EBIT

DA

Mul

tiple

Equi

ty C

ontr

ibut

ion

(%)

Middle Market M&A Activity

SOURCE: PitchBook.SOURCE: S&P Capital IQ.Based on announced deals, where the primary location of the target is in the United States.Middle market enterprise values between $25 million and $500 million.

*Buyout activity only2015 data through 2Q 2015.

38%

35%

46%

51%

47%

43%41% 40%

37%

41%

25%

30%

35%

40%

45%

50%

55%

2006 2007 2008 2009 2010 2011 2012 2013 2014 Jul-15

119

148

125

151

106 14

115

614

510

713

214

811

458 97 96 13

110

012

214

113

412

0 166

163

154

137

160

164 23

514

716

119

219

916

1 217

231

250

232

227

207 21

921

4 240

207 22

221

1 268

191 20

7 233

113

9112

011

119

714

5 161 23

420

416

823

022

621

417

6 211

188

307

208 22

7 248 28

623

325

5 328 35

528

327

0

6566

5963

6267 63

6336

5843

1919

26 3540

3242

5861

5563 68

5342

54 5069

3946

6079

4982

7370

60 53

$0

$10

$20

$30

$40

$50

$60

$70

$80

0

100

200

300

400

500

600

700

800

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Transaction Value ($ in billions)Num

ber o

f Tra

nsac

tions

$25M-$50M $50M-$250M $250M-$500M Trans Value

0

500

1,000

1,500

2,000

2,500

3,000

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015*

Num

ber o

f Tra

nsac

tions

Under $25M $25M-$100M $100M-$500M $500M-$1B $1B-$2.5B $2.5B+

4.8x

5.4x

4.1x3.6x

4.1x 4.3x 4.5x4.7x 4.7x 4.9x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

2006 2007 2008 2009 2010 2011 2012 2013 2014 Jul-15

8.2x

6.8x 7.

1x

9.8x

8.0x

7.6x 7.7x

8.6x 8.7x

8.3x8.

7x

9.4x

8.4x

7.6x

9.2x 9.

5x

8.9x

8.7x

9.8x

10.0

x

9.1x

10.2

x

8.2x

9.5x 9.7x

9.7x

8.5x

9.1x 9.

4x

5.0x

6.0x

7.0x

8.0x

9.0x

10.0x

11.0x

12.0x

2006 2007 2008 2009 2010 2011 2012 2013 2014 Jul-15

<$250 million $250-$499 million $500 million+

7.2x

8.3x

6.5x 6.6x

6.3x

7.52

8.1x 8.

5x

8.2x

8.0x 8.0x

7.4x 7.

7x

7.7x

9.3x

8.5x

9.9x

9.4x

7.5x

8.5x

9.1x

8.7x

8.7x

9.9x

10.0

x

5.0x

6.0x

7.0x

8.0x

9.0x

10.0x

11.0x

12.0x

2006 2007 2008 2009 2010 2011 2012 2013 2014 Jul-15

<$250 million $250-$499 million $500 million+

NA

*

NA

*

NA

*

NA

*

NA

*N

A*

10

Page 11: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

Healthcare & Life Sciences Insider

NOTABLE ACTIVITY IN PROVIDERS

In July 2015, Medical Properties Trust (NYSE:MPW) signed a defi nitive agreement to acquire Capella Healthcare for $900 million in cash, consisting of a $600 million investment in Capella’s real estate (1,169 beds) and $300 million in Capella’s operating entities. Capella Healthcare is a national leader in the development and operation of healthcare facilities and provides clinical, operational, and fi nancial expertise to community facilities. The company has a nationwide reputation for developing strategic partnerships such as their joint ventures with Saint Thomas Health, which resulted in the joint ownership and operation of four hospitals and potentially 60 additional healthcare facilities in surrounding counties. Transaction Multiples: 2.0x Revenue and 17.0x EBITDA

In July 2015, NorthStar Healthcare Income, through a joint venture with Formation Capital and Safanad Management, completed the acquisition Extendicare’s U.S. operations for $1.1 billion. The acquired portfolio consists of 152 skilled nursing facilities and 6 assisted living facilities located across 12 states, containing 8,500 beds, with the majority of facilities in Kentucky, Ohio, Michigan, and Wisconsin. Northstar is a public, non-traded REIT that creates, acquires, and manages assets for the healthcare real estate market. The company makes investments in independent living, assisted living, memory care, and skilled nursing facilities. Transaction Multiple: 10.4x EBITDA

In June 2015, Genesis HealthCare (NYSE:GEN), one of the nation’s largest providers of post-acute care, announced the acquisition of 24 skilled nursing facilities with 3,056 beds along with a contract rehabilitation business owned by Revera, for $240 million. Revera is a leading Canadian-based owner, operator, and investor in the senior living sector. The company oversees the second-largest network of accommodation, care, and services for seniors in North America with over 500 locations in Canada and the United States providing seniors’ apartments, independent living, assisted living, memory care, long-term care, and skilled nursing. The company jointly owns 70 retirement communities across Canada with Health Care REIT and has expanded its footprint by securing a majority interest in Sunrise Senior Living. Transaction Multiple: .86x Revenue

In June 2015, Sabra Health Care REIT (NasdaqGS:SBRA) agreed to purchase a portfolio of four transitional care facilities in Maryland containing 678 licensed beds from NMS Healthcare for $234 million in cash and the assumption of a HUD loan. NMS offers comprehensive short- and long-term healthcare services that include skilled nursing, dialysis, and wellness in Maryland. Transaction Multiple: 2.34x Revenue

In June 2015, HCP (NYSE:HCP) and Brookdale Senior Living (NYSE:BKD) completed the acquisition of CSH Master Care USA from Chartwell Retirement Residences (TSX:CSH.UN) for $849 million. The acquisition includes a portfolio of approximately 5,025 suites. HCP is a fully integrated REIT that invests primarily in real estate serving the healthcare industry. Brookdale Senior Living is the leading operator of senior living communities in the United States with approximately 1,150 communities in 46 states (approximately 7,000 units) and is committed to providing senior living solutions in the independent living, assisted living, and dementia-care spaces. Chartwell is an unincorporated, open-ended trust which indirectly owns and manages a portfolio of senior housing communities in the United States.

The transaction follows the March 2015 announcement of a strategic joint venture between HCP and Brookdale Senior Living that will own and operate entry fee continuing care retirement communities (CCRC). The joint venture will own 14 CCRC campuses valued at $1.2 billion, with Brookdale continuing to operate the communities.

In April 2015, NorthStar Healthcare Income agreed to acquire 15 continuing care retirement communities across 11 states from various subsidiaries of Fountains Senior Living Holdings for $640 million. The transaction assets include 9 rental and 6 entrance-fee continuing care retirement communities totaling 3,637 units. The portfolio post-transaction will continue to be operated by Watermark Retirement Communities.

In April 2015, Ventas (NYSE:VTR) announced the signing of a defi nitive agreement to acquire Ardent Medical Services and affi liate Ardent Health Services (AHS) for $1.75 billion in cash. AHS is one of the top ten largest for-profi t hospital organizations in the United States. Ventas is a real estate investment trust S&P 500 Company with a diverse portfolio containing over 1,600 assets in the United States, Canada, and the United Kingdom.

Transaction Multiples: 0.9x Revenue and 9.4x EBITDA

SOURCE: S&P Capital IQ, Levin Associates, Equity Research, and Company Filings.

1H 2015Healthcare M&A ActivityMergers & Acquisitions

11

Page 12: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

Healthcare & Life Sciences Insider

NOTABLE ACTIVITY IN PROVIDERS (cont.)

In March 2015, HCP (NYSE:HCP) agreed to acquire nine specifi ed facilities from HCR ManorCare for approximately $280 million. HCR ManorCare and its subsidiaries provide post-acute care, skilled nursing care, assisted living, hospice care, home health care, and rehabilitation therapy services in the United States. HCP is an independent hybrid real estate investment trust that primarily invests in healthcare properties such as senior housing, life sciences, medical offi ces, hospitals, and skilled nursing facilities.In March 2015, New Senior Investment Group (NYSE:SNR) acquired a 17-property portfolio of private pay, independent living senior housing properties from Hawthorn Retirement Group for approximately $435 million. New Senior Investment Group is one of the largest publicly-traded owners of senior housing properties with 121 properties across 31 states with approximately 2,082 units. Hawthorn Retirement Group develops and operates senior communities in the United States and Canada and provides housing and health support services to seniors.

In March 2015, Tenet Healthcare Corporation (NYSE:THC) and Welsh, Carson, Anderson & Stowe signed a defi nitive agreement under which Tenet and United Surgical Partners International (USPI) will combine their short-stay surgery and imaging center assets into a new joint venture for approximately $425 million in cash. The new joint venture will be the largest provider of ambulatory surgery in the United States with ownership interests in 244 ambulatory surgery centers, 16 short-stay surgical hospitals, and 20 imaging centers. The combined operations will be partnered with 50 health systems and over 4,000 physicians at the facility level. The transaction signifi cantly expands Tenet’s ability to participate in and benefi t from the growing demand for lower-cost, more consumer-friendly services provided in freestanding ambulatory facilities and also enhances Tenet’s position as a diversifi ed healthcare services company. In its acute care markets, the partnership with USPI will enhance Tenet’s ability to develop and expand ambulatory services, build integrated networks, and participate in value-based and other risk-based models with payers. Transaction Multiple: 12.5x EBITDA

In March 2015, Tenet Healthcare Corporation (NYSE:THC) agreed to acquire Aspen Healthcare Limited from Welsh, Carson, Anderson & Stowe for approximately $215 million in cash. Aspen Healthcare operates acute hospitals, a cancer center, and ambulatory day surgery in the United Kingdom and offers services in the areas of health screening, physiotherapy, general surgery, cancer care, fertility care, diagnostic screening, orthopedics, pharmacy, radiotherapy, X-ray, outpatient consulting and a variety of other services. The acquisition of Aspen Healthcare’s nine private hospitals and clinics is expected to signifi cantly expand its footprint in the United Kingdom.

NOTABLE ACTIVITY IN LIFE SCIENCES &

MEDICAL PRODUCTS

In July 2015, SJM International entered in a defi nitive agreement to acquire Thoratec Corp. (NasdaqGS:THOR) for approximately $3.7 billion in cash. Thoratec manufactures proprietary medical devices used for mechanical circulatory support for the treatment of heart failure patients. The company is the global leader in the $750 million ventricular assist device (VAD) market and recently announced CE Mark approval of its percutaneous heart pump, allowing Thoratec to enter a global market estimated to exceed $300 million in 2016. With the acquisition, St. Jude Medical gains entry to new markets totaling more than $1 billion that are expected to grow approximately 10 percent annually, according to a company press release. Transaction Multiples: 7.3x Revenue and 44.6x EBITDA

In May 2015, Danaher Corporation (NYSE:DHR) entered into a merger agreement with Pall Corporation (NYSE:PLL) in a cash transaction valued at $13.8 billion. Pall Corporation is a leading global provider of fi ltration, separation, and purifi cation solutions that remove or separate substances from a range of solids, liquids, and gases for the healthcare and industrial industries. Pall’s healthcare business segment serves customers in the biopharmaceutical market as well as medical end markets. The company has strategic partnerships with CytoMedical Design Group LLC for exclusive global distribution rights of their cord blood processing technology, as well as partnerships with various distributors across the globe. This transaction offers Danaher a unique opportunity to drive greater shareholder value with each company being more focused due to access to the necessary capital to pursue organic and inorganic growth opportunities alike. Transaction Multiples: 4.9x Revenue and 20.4x EBITDA

SOURCE: S&P Capital IQ, Levin Associates, Equity Research, and Company Filings.

1H 2015Healthcare M&A ActivityMergers & Acquisitions

12

Page 13: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

Healthcare & Life Sciences Insider

NOTABLE ACTIVITY IN LIFE SCIENCES &

MEDICAL PRODUCTS (cont.)

In March 2015, Becton, Dickinson and Company (NYSE: BDX) acquired CareFusion Corporation for $12.2 billion. CareFusion offers product lines in the areas of medication management, infection prevention, operating room effectiveness, and respiratory care. Upon completion of the acquisition, CareFusion became a wholly-owned subsidiary of BDX. Becton, Dickinson and Company is a global medical technology company that is focused on improving drug delivery, enhancing diagnoses of infectious diseases, and advancing drug discovery. Transaction Multiples: 3.1x Revenue and 13.6x EBITDA

In February 2015, Thermo Fisher Scientifi c (NYSE: TMO) acquired Advanced Scientifi cs (ASI), a global provider of single-use technologies for customized bioprocessing solutions, for $300 million in cash. ASI manufactures customized single-use systems and equipment for the preparation, processing, storage, and transportation of biopharmaceuticals. The company has 380 employees and operations in Pennsylvania and Mexico. Transaction Multiples: 3.8x Revenue

In January 2015, Eurofi ns Scientifi c SA (ENXTPA:ERF) acquired Boston Heart Diagnostics Corporation from an investor consortium that included Bain Capital Ventures, Beacon Angels, Cherrystone Angel Group, Launchpad Venture Group, and others for $200 million. Boston Heart Diagnostics is a heart health management company that provides an advanced diagnostics platform to help identify and reduce the risk of cardiovascular disease and other chronic conditions. With this acquisition, Eurofi ns strengthens its clinical testing and genomic service offering, building on the presence in the specialty clinical testing market created with the acquisition of Vira-Cor-IBT in July 2014. This acquisition, like VIBT, is a further demonstration of Eurofi ns’ commitment to serve the emerging needs of the clinicians, pharmaceutical, and biotechnology leaders with laboratory services of the highest quality and reliability in multiple diseases.

NOTABLE ACTIVITY IN OUTSOURCED SERVICES/

INFORMATICS

In May 2015, MEDNAX (NYSE:MD) acquired Virtual Radiologic Corporation (VRC). VRC provides radiology coverage to over 2,100 healthcare facilities across the United States and internationally and has a proprietary technology and workfl ow platform. MEDNAX provides neonatal, anesthesia, maternal-fetal, pediatric cardiology, and other pediatric physician services. Transaction Multiple: 2.7x Revenue

In May 2015, CVS Pharmacy (NYSE:CVS) entered into a defi nitive agreement to acquire Omnicare (NYSE:OCR) in a transaction valued at $11.6 billion. Omnicare specializes in the management of pharmaceutical care and provides a wide variety of outsourced services for manufacturers and distributors. With the acquisition, CVS will signifi cantly expand its ability to dispense prescriptions in assisted living and long-term care facilities, as well as expand its presence in the rapidly-growing specialty pharmacy business. CVS Pharmacy operates over 7,800 retail pharmacies and 900 walk-in medical clinics across the United States retaining more than 65 million plan members. Transaction Multiples: 7.7x Revenue and 15.0x EBITDA

In November 2014, Cognizant Technology Solutions Corporation (NasdaqGS:CTSH) acquired TriZetto Corporation from TZ Holdings for $2.7 billion in cash. TriZetto Corporation develops and provides information technology and software solutions for health plans, benefi ts administrators, care providers/physicians, payer clients, hospitals, and healthcare systems. The combination of TriZetto’s market-leading platforms with Cognizant’s strengths in consulting, IT, and business process services is expected to put the company at the forefront of creating new models for future healthcare needs. Transaction Multiples: 4.0x Revenue and 37.8x EBITDA

In February 2015, Laboratory Corp. of America (NYSE:LH) acquired Covance (NYSE:CVD) for $6.0 billion. This combination creates a leading global healthcare diagnostics company, providing comprehensive clinical laboratory services and end-to-end solutions for drug and diagnostics development and commercialization. Complementary services and capabilities will enable the combined entity to pursue multiple strategic opportunities in both the clinical laboratory and drug development businesses. Transaction Multiples: 2.3x Revenue and 14.0x EBITDA

1H 2015Healthcare M&A ActivityMergers & Acquisitions

SOURCE: S&P Capital IQ, Levin Associates, Equity Research, and Company Filings.

13

Page 14: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

Healthcare & Life Sciences Insider

NOTABLE ACTIVITY IN PAYERS

In July 2015, Aetna (NYSE:AET) entered into a defi nitive

agreement to acquire Humana (NYSE:HUM) for $34.5

billion in cash and stock. The combination strengthens

Aetna’s ability to lead the effort to transform health

care delivery to a more consumer-focused marketplace

and also establishes a leading Medicare Advantage and

commercial player with enhanced nationwide presence

that will improve affordability, quality, and convenience

for consumers. The acquisition will add over 14 million

total members, including 3.2 million Medicare Advantage

members. Aetna operates as a healthcare benefi ts

company in the United States through three segments:

Health Care, Group Insurance, and Large Case Pensions.

Humana, together with its subsidiaries, operates as a health

and well-being company through three segments: Retail,

Group, and Healthcare Services. Transaction Multiples:

0.7x Revenue and 14.0x EBITDA

In July 2015, Anthem (NYSE:ANTM) agreed to buy Cigna

Corp. (NYSE:CI) in a transaction valued at $53.4 billion.

Anthem and Cigna are two of four major insurers that

administer self-insured plans for major companies and

together would have over 53 million members. Cigna is

active in the United States as well as 29 other countries,

principally through employer benefi ts for ex-patriots

working around the globe, while Anthem serves customers

in 26 of the United States. This transaction will improve

effi ciencies and reduce costs for consumers down the

line and offer more choices of doctors in an expanded

provider network. Additionally, with Cigna’s presence

in international markets, Anthem will most likely pursue

opportunities overseas to expand its global footprint.

Transaction Multiples: 1.4x Revenue and 12.9x EBITDA

In July 2015, Centene Corporation agreed to acquire

Health Net in a cash and stock deal valued at $6.8 billion.

The deal combines two providers of managed care in

the United States, creating a company with more than

10 million members and estimated revenue of $37 billion

dollars. Woodland Hills, California-based Health Net

provides managed health care benefi ts to about 6 million

people through company health plans and government

programs. The company has a diversifi ed customer base

spread across programs such as Medicaid and Medicare, as

well as privately sponsored customers. The transaction will

give Centene a larger presence in the California Medicaid

program, which is the largest in the U.S. with more than 12

million individuals, and provides an entry into the Medicare

market. Centene Corporation provides managed health

care benefi ts in 23 states to about 4.4 million people with

approximately 14,800 employees. Transaction Multiples:

0.4x Revenue and 16.6x EBITDA

In June 2015, Humana (NYSE:HUM) completed the sale of

Concentra to MJ Acquisition Corporation for $1.1 billion.

MJ Acquisition Corporation is a joint venture between

Select Medical Holdings Corporation (NYSE:SEM) and

private equity fi rm Welsh, Carson, Anderson & Stowe.

Concentra operates more than 300 occupational health,

physical therapy, and travel health clinics across the United

States. Select Medical Corporation is a leading operator

of specialty hospitals and outpatient rehabilitation clinics

in the United States. The company operates 113 long-term

acute care hospitals and 16 inpatient rehabilitation facilities

in 28 states and 1,023 outpatient rehabilitation clinics in 31

states and the District of Columbia. Transaction Multiples:

1.1x Revenue and 8.7x EBITDA

SOURCE: S&P Capital IQ, Levin Associates, Equity Research, and Company Filings.

1H 2015

Mergers & AcquisitionsHealthcare M&A ActivityMergers & Acquisitions

14

Page 15: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

Healthcare & Life Sciences Insider

Healthcare Sector Valuations

Publicly Traded Companies - Relative Valuation Trends

11Q2

11Q3

11Q4

12Q1

12Q2

12Q3

12Q4

13Q1

13Q2

13Q3

13Q4

14Q1

14Q2

14Q3

14Q4

15Q1

15Q2

EV/EBITDA 9.6x 9.2x 8.5x 8.0x 8.3x 8.3x 8.2x 8.8x 9.0x 9.1x 8.9x 8.7x 8.9x 9.0x 9.2x 9.5x 9.4x

EV/Revenue 2.5x 2.1x 2.2x 2.3x 2.3x 2.3x 2.3x 2.6x 2.6x 2.7x 2.9x 3.0x 3.0x 3.1x 3.3x 3.6x 3.5x

0.0x

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

3.5x

4.0x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

EV / TTM

RevenueEV /

TTM

EBI

TDA

11Q2

11Q3

11Q4

12Q1

12Q2

12Q3

12Q4

13Q1

13Q2

13Q3

13Q4

14Q1

14Q2

14Q3

14Q4

15Q1

15Q2

EV/EBITDA 12.6x 12.1x 10.7x 9.7x 11.3x 10.2x 10.1x 10.8x 10.8x 11.2x 10.9x 9.8x 10.4x 9.3x 9.7x 10.6x 10.0x

EV/Revenue 1.5x 1.3x 1.3x 1.4x 1.5x 1.6x 1.5x 1.9x 1.9x 2.0x 2.1x 2.1x 2.2x 2.1x 2.1x 2.4x 2.4x

0.0x

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

EV / TTM

RevenueEV /

TTM

EBI

TDA

11Q2

11Q3

11Q4

12Q1

12Q2

12Q3

12Q4

13Q1

13Q2

13Q3

13Q4

14Q1

14Q2

14Q3

14Q4

15Q1

15Q2

EV/EBITDA 6.5x 6.1x 5.7x 5.5x 5.3x 5.5x 5.3x 5.7x 6.2x 6.8x 5.9x 6.3x 5.9x 5.7x 6.0x 6.1x 6.1xEV/Revenue 0.4x 0.4x 0.4x 0.4x 0.3x 0.3x 0.3x 0.3x 0.4x 0.4x 0.4x 0.5x 0.5x 0.5x 0.5x 0.6x 0.6x

0.0x

0.1x

0.2x

0.3x

0.4x

0.5x

0.6x

0.7x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

EV / TTM R

evenue

EV /

TTM

EBI

TDA

Outsourced Services & Informatics

Payers

11Q2

11Q3

11Q4

12Q1

12Q2

12Q3

12Q4

13Q1

13Q2

13Q3

13Q4

14Q1

14Q2

14Q3

14Q4

15Q1

15Q2

EV/EBITDA 7.6x 7.1x 7.1x 6.2x 6.8x 6.8x 6.7x 6.9x 6.7x 6.6x 6.6x 6.6x 7.1x 7.0x 7.4x 7.7x 7.2x

EV/Revenue 1.2x 1.0x 1.1x 1.0x 1.1x 1.1x 1.0x 1.1x 1.1x 1.1x 1.1x 1.3x 1.3x 1.3x 1.4x 1.3x 1.3x

0.0x

0.2x

0.4x

0.6x

0.8x

1.0x

1.2x

1.4x

1.6x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

9.0xEV

/ TTM RevenueEV

/ T

TM E

BITD

A

Providers

Medical & Life Science Products

Source: S&P Capital IQ.

15

Page 16: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

Healthcare & Life Sciences Insider

Healthcare Sector Valuations

Publicly Traded Companies - Sector Performance

Source: S&P Capital IQ.As of 8/25/2015.

By Sector

Overall Market

-9%-5%

-12%-7%

-1%

-8%

32%

47%

19%

78%

113%

57%

-20%

0%

20%

40%

60%

80%

100%

120%

S&P 500 Nasdaq Dow Jones U.S. Healthcare

Retu

rns

YTD 1 Year 3 Year 5Y

6%

-1% -3%

16%18%

0% 2%

33%

99%

50%56%

133%

175%

96%

82%

255%

-20%

30%

80%

130%

180%

230%

280%

Providers Medical & Life Science Products Outsourced Services & Informatics Payors

Retu

rns

YTD 1 Year 3 Year 5Y

16

Page 17: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

Healthcare Investment Sales

OUTPATIENT SERVICESHOSPITALS & HEALTH SYSTEMS POST-ACUTE CARE

Christopher L. Stai, CPA Managing [email protected]

Clinton J. ParkerManaging [email protected]

The BROWN GIBBONS LANG | Real Estate Partners (BGLRP) National Healthcare Group is one of the nation’s leading advisors in healthcare real estate, specializing in providing healthcare real estate investors and developers with acquisition and disposition strategies as well as assisting healthcare providers in developer selection and monetizing healthcare real estate assets. For healthcare organizations, BGLRP supports their commitment to providing quality care by collaborating with providers to maximize their capital resources through asset monetization of core and non-core real estate, as well as planning and financing new development to meet their needs for exceptional community care. With access to BGL’s resources and extensive market research, the National Healthcare Group offers the specialized expertise, local market knowledge, and personalized service found in boutique firms, while maintaining access to the scope, scale, and breadth of a leading investment banking and real estate advisory company.

BGLRP Healthcare Investment Sales Comprehensive Capabilities

Who We Are

REAL ESTATE VALUATIONS ACQUISITION & DISPOSITION STRATEGIES

DEVELOPER SELECTION MONETIZATION OF HEALTHCARE REAL ESTATE

Representative Transactions

bglco.comR E A L E S TAT E PA R T N E R S

NUANCED TRANSACTION STRATEGIES

Comparable Sale Analysis

Market Rent Studies

Valuations & Fairness Opinions

Strategic Market Position of Asset(s)

Portfolio & Asset NOI Optimization

Proprietary Acquisition Sourcing

Manage RFQ/RFP Process & Financial Structure

Traditional & Reverse Build-To-Suit

Financing & Forward Take-Out Commitment

Lease Analysis & Negotiationfor Optimal Value

Off-Balance Sheet Financing / Sale-Leaseback

Demonstrable Value Maximization

Expertise with Tax Deferred UPREIT Transactions

Evaluate Alternative Real Estate Capital Solutions

Structured Finance, Debt & Equity Origination

R E A L E S TAT E PA R T N E R S

17

Contacts

Surgical Institute of ReadingReading, PA | Closed July 2015

Southern Illinois Center for HealthWaterloo, IL | Closed July 2015

RGB Eye AssociatesSherman,TX | Closed July 2015

Mount Dora Medical CenterMount Dora, FL | Closed June 2015

Clarion Community Health CenterClarion, PA | Closed May 2015

Novi Orthopedic CenterNovi, MI | Closed April 2015

NorthStar Surgery CenterLubbock, TX | Closed Dec 2014

Emerus Baptist ED/MOB San Antonio, TX | Closed 2014

Austin Medical Plaza Austin, TX | Closed 2015

Page 18: San Antonio Insider...structure known as an UPREIT or DownREIT, which provides unique income tax advantages, estate tax planning opportunities, as well as portfolio diversifi cation.

Focus Areas

Healthcare & Life Sciences

• Functional Outsourcing

• Clinical Solutions & Outsourcing

• Payer Services

• Pharmaceutical Services

• Distribution

• Staffi ng

• Wellness

OUTSOURCING, INFORMATICS, & IT

• General Devices & Equipment

• Implantable Devices

• Surgical Tools

• Disposables

• Medical Supplies

• Instruments and Devices

• Point-of-Care Diagnostics

• Controls, Reagents, & Consumables

• Lab Equipment & Supplies

• Life Science Tools

D&

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ME

DIC

AL P

RO

DU

CTS

DIAGNOSTICS & RESEARCH TOOLS MEDICAL PRODUCTS

OU

TS

OU

RC

ED

SE

RV

ICE

S

• Urgent Care Centers

• Ambulatory Surgery Centers

• Diagnostic Imaging Centers

• Laboratory Services

• Other Ancillary Service Providers

• Primary Care & Specialty Medical Groups

• Cancer Treatment

OUTPATIENT SERVICES

• Long-Term Care Hospitals

• Rehabilitation Providers

• Senior Living

• Home Health & Hospice

• For-Profi t & Not-for-Profi t Health Systems

• Academic Medical Centers

• Specialty Hospitals

• Rural Health Providers

HOSPITALS & HEALTH SYSTEMS POST-ACUTE CARE

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ALT

H F

AC

ILIT

IES A

LT

ER

NA

TE

SIT

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John C. RiddleManaging Director &[email protected]

Manfred R. SteinerManaging Director &[email protected] bglco.com globalma.com

• Independent investment banking and advisory fi rm focused on

the middle market since 1989

• Senior bankers with signifi cant experience and tenure; partners

average over 20 years of experience

• Offices in Chicago, Cleveland, Irvine, and San Antonio

• Founding member and U.S. partner of Global M&A Partners,

Ltd., the world’s leading partnership of investment banking firms

focusing on middle market transactions

• Deep industry experience across core sectors of focus, including:

Business Services, Consumer Products & Retail Services, Energy &

Environmental Services, Healthcare & Life Sciences, Industrials, and

Real Estate

Leading Independent Firm Comprehensive Capabilities

Who We Are

Sell-Side Advisory

Acquisitions & Divestitures

Public & Private Mergers

Special Committee Advice

Strategic Partnerships & Joint Ventures

Fairness Opinions & Fair Value Opinions

All Tranches of

Debt & Equity Capital for:

Growth

Acquisitions

Recapitalizations

Dividends

General Financial & Strategic Advice

Balance Sheet

Restructurings

Sales of Non-Core Assets or Businesses

§363 Auctions

M & A A D V I S O R Y P R I V A T E P L A C E M E N T S

F I N A N C I A L A D V I S O R Y

Primary Research

Industry Benchmarking

Operating Advisor Network

White Papers

Industry Surveys

R E S E A R C H

Representative Transactions

a joint venture between

Texas Health Ventures Group

and

has partnered with

acquired

Contacts

18

acquired by acquired byhas received a minority

investment from

acquired by

a portfolio company of

acquired by

Mexican Operations of


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