Case File
efta-efta01428630DOJ Data Set 10CorrespondenceEFTA Document EFTA01428630
Date
Unknown
Source
DOJ Data Set 10
Reference
efta-efta01428630
Pages
0
Persons
0
Integrity
No Hash Available
Loading PDF viewer...
Extracted Text (OCR)
EFTA DisclosureText extracted via OCR from the original document. May contain errors from the scanning process.
CONFIDENTIAL
American Medical Properties
Investor Presentation
July 2016
American Medical Properties
For Key Client Partner Clients
or U.S. Institutional Investors.
Not for Retail Distribution
EFTA01428630
Safe Harbor
This presentation includes "forward-looking statements" within the meaning
of securities laws of applicable
jurisdictions. Forward-looking statements can generally be identified by the
use of forward-looking words
such as "may", "will", "would", "could", "expect", "intend", "plan", "aim",
"estimate", "target", "anticipate",
"believe", "continue", "objectives", "outlook", "guidance" or other similar
words, and include statements
regarding American Medical Properties LLC' plans, strategies, objectives,
targets, future expansion and
development activities and expected financial performance. Forward-looking
statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results of the Company or future
events to differ materially from those expressed in or underlying such
forward-looking statements;
Normalized FF0 per share; expected payout ratio, the amount of acquisitions
of healthcare real estate, if
any; capital markets conditions, the repayment of debt arrangements;
statements concerning the additional
income to the Company as a result of ownership interests in certain hospital
operations and the timing of
such income; the payment of future dividends, if any; completion of
additional debt arrangement, and
additional investments; national and international economic, business, real
estate and other market
conditions; the competitive environment in which the Company operates; the
execution of the Company's
business plan; financing risks; acquisition and development risks; potential
environmental and other
liabilities; and other factors affecting the real estate industry generally
or healthcare real estate in particular.
Actual results, performance or achievements may vary materially from any
projections and forward looking
statements and the assumptions on which those statements are based. Readers
are cautioned not to place
undue reliance on forward-looking statements, and American Medical
Properties LLC disclaims any
responsibility to update such information.
American Medical Properties
1
EFTA01428631
Offering Summary
Issuer
Format
Offering size
Timing of capital
raise
American Medical Properties LLC ("AMP" or the "Company")
Private equity capital raise
$300 — $400 million
Target initial closing in Q4 2016 with an additional close in 01 2017
Use of proceeds Acquisition of high-quality hospital and related healthcare
real estate throughout the U.S.
Structure
Internally managed, tax-advantaged REIT pass-through entity
Leverage
Dividend
IRR
Agent
Target leverage up to 60% pre-IPO (40% post-IPO)
Target annual dividend 8%+, payable quarterly (within twelve months of
capital deployment)
20%+ (core real estate portfolio only, not inclusive of any incremental real
estate development)
Deutsche Bank Securities, Inc.
American Medical Properties
2
EFTA01428632
American Medical Properties Leadership Team
Mark Karlan
President and CEO
32 years of experience in real estate
finance and investments
Current experience
Professor of Real Estate Finance and
Investments at UCLA Anderson School of
Management since 2012
Previous experience
Executive Managing Director of CBRE Global
Investors (2006 — 2011)
I President and Founder of CBRE's Strategic
Partners Asia II fund (2007 — 2011) — $1.2bn
of AUM was one of the top performing funds of
its vintage with offices in Hong Kong,
Shanghai, Beijing, Tokyo and Singapore
President and CEO of Imperial Credit
Commercial Mortgage Investment Corp., the
top performing mortgage REIT (1997 — 2000)
I 100+ real estate investments closed with a
gross asset value exceeding $10 billion
Education
M.B.A., Harvard Business School (1984)
J.D., Harvard Law School (1984)
I B.A., Harvard College (1980)
American Medical Properties
Dr. Pejman Salimpour
Chief Strategy Officer
28 years of healthcare experience
Current experience
I Clinical Professor of Pediatrics at UCLA's
David Geffen School of Medicine since 1990
Previous experience
I CEO and Co-founder of Plymouth Health,
owner of Alvarado Hospital (2006, sold to
Prime Healthcare in 2010)
CEO and Co-founder of CareNex Health
Services (2004, sold to Anthem in 2012)
President and Co-founder of Pierce Health
EFTA01428633
Solutions and predecessor (2012 — present)
Clinical Chief of Pediatrics at Cedars-Sinai
Medical Center in Los Angeles (1998-2000)
I Board of the Washington University School
of Medicine (since 2012)
Education
0 M.D., Washington University School of
Medicine in St. Louis (1987)
0 B.S. Chemistry, UCLA (1983)
Dr. Pedram Salimpour
Chief Medical Officer
23 years of healthcare experience
Current experience
I Associate Clinical Professor of Pediatrics at the
UC Riverside School of Medicine since 2014
Previous experience
I President and Co-founder of Plymouth Health,
owner of Alvarado Hospital (2006, sold to
Prime Healthcare in 2010)
I President and Co-founder of CareNex Health
Services (2004, sold to Anthem in 2012)
I CEO and Co-founder of Pierce Health
Solutions and predecessor (2012 — present)
President and Board Member of the LA County
edical Association (since 2010)
President and Commissioner of the LA Fire and
Police Pensions Board (since 2012)
Education
M.D., Boston University School of Medicine,
residency at USC Keck School of Medicine)
B.S. Biology, UC Riverside (1990)
3
EFTA01428634
Successful Real Estate Investment Track Record
CBRE Strategic Partners Asia Fund II
Fund summary
Asian Portfolio
— —$1.2 billion of investments in
twelve real estate projects in
China and Japan
— Investments made between Q4
2007 and Q2 2008
- Investments sold between Q1
2010 and Q4 2011
Fund Highlights
— Top performing fund at CBRE Investors and one
of the best in the overall market from 2007-2011
- Profitable asset sales in China with a projected
portfolio IRR of 17% for the Chinese investments
— Successful termination of 3 binding forward
commitments to acquire properties in Japan,
avoiding a potential $110 million loss
Fund Returns
Leveraged IRR
Equity multiple(a)
> 10.0%
—1.3x
Investment Highlights
— Mixed-use twin tower buildings with:
— 49-story offices with a 5-star Raffles hotel
— 42-story serviced apartment tower
— 6-story retail podium
— Above ground GFA: —1.4 million sq. ft.
— Taxes minimized with offshore ownership
structures
Investment summary
Tianjin Center - Mixed-use development
— —$300 million investment in a
mixed-use development in Tianjin,
China
— Investment made in Q4 2007
— Investment sold in Q1 2010
Imperial Credit Commercial Mortgage
Investment Corporation
REIT summary
ICCMIC REIT
• Publicly traded REIT
invested in commercial
real estate and loans
c— $510 million IPO
oversubscribed 10x
c— $500 million warehouse
line of credit
REIT Highlights
EFTA01428635
• Top performing mortgage REIT among all of the 27
commercial and residential mortgage REITs from
the IPO in 1997 to the sale in 2000
c— $250 million securitization financed $290 million of
mortgage loans with a 30%+ annualized ROE
c— Sale / leaseback of 17 properties in Arizona, Texas
and New Mexico with an automotive dealer at 11%
base rent + CPI generating a proforma IRR of 18%
Investment Returns
Unleveraged IRR
Equity multiple(a)
(a) Represents the total amount of equity returned over the total amount of
equity invested
(b)
American Medical Properties
Includes all 27 commercial and residential mortgage REITs which existed
between Oct-1997 and Mar-2000
4
> 60.0%
— 3.0x
Dividend Yield
Equity multiple(a)
REIT Returns
— 8% paid quarterly
— 1.0x
Share price performance
IPO (10/97) to Sale (3/00)
78%
42%
Industry
average
(b)
ICCMIC
EFTA01428636
Successful Healthcare Operational Track Record
Investment Summary
Alvarado Hospital Medical Center (2006 — 2010)
Investment Returns
Acquisition date Dec-2006
Seller
Purchase price $22 million
Location
Hospital type
# Beds
# Employees
1,500+
Clinical Improvement Highlights
c— Physician recruitment: Cardiology, orthopedics, spine program,
neurosurgery, urology and internal medicine
c— New specialties and service lines: Minimally invasive spine surgery
program, skull base neurosurgery program and laparoscopic gastric bypass
adding a new MRI suite, new CT scan suite, and new cardiac
catheterization suite
c— Increased patient census: With the new specialties and service lines, an
emergency room physician restructuring, and improved hospital admissions
Exit date
San Diego, CA
Acute & specialty care
306
Buyer
Equity multiple(a)
IRR
Additional real
estate development
Nov-2010
6.0x
—50%
4.0x on additional equity
Operational Improvement Highlights
c— Health insurance plan reimbursements: Renegotiated health plan
agreements achieving significant rate increases
c— Navigate regulatory environment: Renegotiated Medicaid and CDCR
agreements with the State of California achieving significant rate increases
c— Operating Improvements: Hospitalist program implemented to reduce
patient length-of-stay and hospital acquired infections, and renegotiated
vendor agreements achieving significant cost savings.
c— Development of Excess Real Estate: Built 320 student housing units on
half the 10-acre hospital campus, which is next to San Diego State
University
Clinical Achievements
Emergency department admissions growth
Hospital admissions growth
Cardiac admissions growth
Clinical trials growth
American Medical Properties
EFTA01428637
+22%
+55%
+88%
From 1 to 55
(a) Represents the total amount of equity returned over the total amount of
equity invested
5
Average daily census growth
Length of stay reduction
Revenue growth
EBITDA turnaround
Financial Achievements
From 80 to 120
From 7.4 to 4.2 days
14% CAGR from $120mm to $200mm
($10mm) loss to $12mm profit
EFTA01428638
Successful Healthcare Operational Track Record (continued)
Investment Summary
CareNex Health Services (2004 — 2012)
c— CareNex Health Services, a California-based neonatal medical
management services company founded in 2004
c— Operates at 650 out of 1,500 hospitals with neonatal intensive care
units in all 50 states
c— Market size: 12.4% of babies born in the U.S. are premature births
over 500,000 a year
c— Focused on improving the quality of care and patient outcomes for
newborn and premature infants born across the U.S.
c— National roster of major clients (Anthem Blue Cross/Blue Shield
health plans, Qualcomm, Healthcare Partners and others)
Pierce Health Solutions (2015 — present)
Investment Summary
c— Physician-led medical management company managing the
healthcare of 10,000 lives in Native American entities
c— Pierce's clients are in the human resource verticals of Native
American gaming, hospitality and agriculture in California
c— Improved management leading to more efficient delivery of health
care services and better patient outcomes
c— Direct contract negotiations with insurance companies, hospitals,
surgery centers and clinical vendors
c— Focus on best-in-class physicians for high quality patient care
Financial Achievements
Clinical Achievements
Exit
Equity multiple(a)
Sold to Anthem in 2012
—20x
(a) Represents the total amount of equity returned over the total amount of
equity invested
American Medical Properties
6
Cost savings
Actuarial risk of death
25% reduction in tribal healthcare
expenditures
18% improvement within Morongo Native
American population
EFTA01428639
Investment Highlights
1
Pure-play investment strategy focused on acquiring high-quality hospital and
related healthcare real estate throughout the U.S.
2
Favorable healthcare industry fundamentals drive long-term demand for
hospitals, the largest healthcare real estate asset class
3
Seasoned management team with proven track record of investing capital and
generating attractive returns across the healthcare
and real estate sectors
4
Differentiated ability to generate incremental value in target asset class
by leveraging operating experience and real estate expertise
5
Long-standing relationships with high-quality hospital operators provide
ongoing source of off-market sale / leaseback opportunities
6
—$2.0 billion identified pipeline of near-term actionable hospital sale /
leaseback opportunities representing —8,000 beds owned by a
geographically diverse group of hospital operators; expect to complete
acquisitions of $750+ million over next 18-24 months
7
Business model expected to use prudent leverage and deliver predictable cash
flows with a stable dividend yield exceeding 8.0%,
coupled with capital appreciation over time by increasing rents and asset
values with a potential REIT IPO exit
American Medical Properties
7
EFTA01428640
Section 1
Industry Overview
American Medical Properties
EFTA01428641
Strong Healthcare Industry Fundamentals Driving Demand for Hospitals
Aging U S. Population
100
80
20
40
60
80
0
73
56
43
20%
17%
14%
2012
2020
65+ population
2030
2040
2050
2060
65+ as % of total population
States, 2013"
Hospitals form the biggest expenditure component of total healthcare spending
2015 U.S. healthcare expenditures
Hospital
expenditures
31.8%
$1,031bn
Other
healthcare
expenditures
68.2%
$2,212bn
Total healthcare spending: $3,243bn
CAGR 2006 — 2015: 5.2%
Aging U.S. population is a direct driver of the growth in the healthcare
real estate market
American Medical Properties
9
Other
healthcare
expenditures
67.8%
$3,670bn
Total healthcare spending: $5,425bn
CAGR 2015 - 2024: 6.1%
EFTA01428642
2024 U.S. healthcare expenditures
Hospital
expenditures
32.2%
$1,755bn
21%
21%
22%
84
92
10%
15%
20%
25%
30%
Hospital Days per Year per 10,000 Population
10,000
15,000
20,000
25,000
6,058
5,000
0
Under 18 years 18-44 years
45-64 years 65 years and
over
3,147
1,480
19,226
Population in millions
Days per 10,000 population
EFTA01428643
Highly Fragmented Market with Hospital Real Estate Producing High Yields
Hospitals are the Largest Healthcare Real Estate Asset Class
$100
$200
$300
$400
$O
Skilled Nursing Senior Housing Medical Office
Building
REIT owned
Non-REIT owned
MAP, Real Capital Analytics
Hospital Real Estate Produces Higher Yields
9%
8%
7.0%
6%
6%
9%
Hospital
Growing Number of Hospital Sale/Leaseback Transactions
9.3%
9.0%
8.0%
9.0%
Medical
Office Building
23%
—$1 trillion market of healthcare
properties potentially available
—5,000 hospitals
in the U.S.
_ but are Underrepresented in Healthcare REIT Portfolios
Healthcare REITs NOI breakdown
Hospital
12%
Skilled
Nursing
15%
23%
17%
6%
6%
Senior
Housing
48%
Life Science
1% Other
1%
EFTA01428644
9.3%
MOB
Senior Housing
Deal Size
Lease
Coverage
SNF
LTACH
Acute Care
Hospitals
Ventas /
Ardent
Date
4/7/15
$1,400
2.9x
MPT /
Capella
7/27/2015
$900
2.4x
Ventas / Spire MPT / IASIS MPT / Prime MPT / Circle
Bath
4/27/14
$200
2.0x
8/4/13
$200
NA
The complexity of hospitals leads to limited competition and higher yields
American Medical Properties
10
Q2 2013
$75
NA
8/4/14
$50
3.0x
US$ in billions
EFTA01428645
Proven Acceptance of Hospital Sale / Leaseback Transactions
Healthcare
REITS
$5.7 billion(b)
$1.9 billion
$594 million
$347 million
$214 million
67 owned hospitals(b)
(a)
(b)
Hospital investment portfolio as of 3/31/16
Includes general acute care, inpatient rehab and long-term acute care
hospitals
American Medical Properties
11
51 owned hospitals
16 owned hospitals
4 owned hospitals
10 owned hospitals
# Owned
hospitals
Hospital portfolio
investment (a)
Hospital Partners
EFTA01428646
Section 2
Platform Overview
American Medical Properties
EFTA01428647
American Medical Properties Platform Overview
Who we are
Headquartered in Los Angeles, CA
Pure-play hospital real estate investment platform with
complementary, value-added investment opportunities
Company leadership has 83 years of combined healthcare and
real estate experience
Deep understanding of the healthcare market, physician
relationships, and government rules and regulations
Near-term actionable pipeline of —$2.0 billion representing a
geographically diverse group of 35 hospitals with —8,000 beds
run by 11 high-quality hospital operators
Shareholder friendly corporate governance and prominent
healthcare focused Board of Directors
I Capitalize on our relationships to acquire attractive off-market
hospital real estate assets and maximize risk-adjusted returns
by bringing healthcare operational and real estate expertise
AMP can help tenants with physician recruitment, new service
lines and other operational improvements, strengthening the
tenants and increasing real estate asset values
Provide additional capital to hospital operators to expand their
hospital campus footprint (MOBs, outpatient and alternate site
facilities)
Thorough due diligence and underwriting process
Prudent leverage to deliver predictable cash flow with a stable
dividend yield of 8.096+
What we do
$2 billion, 35 hospital
near-term pipeline
American Medical Properties
11 high-quality
operators
$750+ million of assets
over 18-24 months
13
EFTA01428648
Unique Healthcare Operational Expertise to Produce Incremental Value
2
New specialties and
service lines
1
Physician recruitment
4
Health insurance plan
reimbursements
3
Increase patient census
Revenue drivers
Cost saving drivers
Additional value drivers
7
Development of excess
real estate
5
6
Navigate regulatory
environment
Operational
improvements
AMP's management team brings healthcare skills to improve the quality and
efficiency of hospital operations
American Medical Properties
14
EFTA01428649
American Medical Properties Investment Strategy
Unique healthcare and real estate expertise
Physician recruitment
Increase patient census
I Navigate regulatory environment
American
Medical
Properties
Sale / leaseback structure
Acquire hospitals and related healthcare real estate assets
Acquire at 8.0% to 10.0% cap rates with long-term, 10-15 year leases
Deliver an 8%+ dividend yield and 20%+ IRR (exclusive of excess RE
development)
Increase real estate asset values and deliver stable dividend yields
exceeding
8.0%
New specialties and service lines
Health insurance plan reimbursements
Operational improvements
I Development of excess real estate
5 regional hospital
operators*
* Hospital operator names not disclosed
due to confidentiality
4 not-for-profit hospital
operators*
American Medical Properties
15
EFTA01428650
Focus on High Quality, Strong Credit Tenants
Operator Credit Profile
A fundamental component of our business plan is the continued
diversification of our tenant relationships and the geographic
diversification of our hospital locations nationally
Lease Provisions
Lease structures are designed to provide AMP with key credit
support for our rents, including:
Hospital acquisitions expected to be at prices substantially below
replacement cost
I Partner with operators and guarantors with good credit ratings:
for example in our pipeline we have diversified, national
operators with credit ratings spanning from
to AA who will
provide corporate or parent guarantees
— 10 to 15 years lease terms with rent escalators
— Corporate or parent guarantees
— Cross-default and cross-collateralization provisions
— Liens on accounts receivable and other operating assets
— Covenants monitoring operating performance
— Covenants regarding maintaining certain liquidity thresholds
— Minimum working capital and net worth requirements
— Strong rent coverage, typically in the 1.5x — 4.0x range
AMP has the ability to quickly replace underperforming operators
with one of several strong operators that AMP has existing
relationships with. These operators have extensive expertise in
turning around underperforming hospitals. Additionally, the AMP
management team has the experience and capabilities to step in
and provide interim management of a hospital, if needed
I If a tenant does not comply materially with the terms of a lease,
AMP has the right to terminate the lease, repossess the facility
and cross-default other leases and loans with that tenant
American Medical Properties
16
EFTA01428651
Sale / Leaseback Pipeline Overview
I AMP has strong relationships with hospital operators, owners and national
health organizations to source off-market investment
opportunities
I The near-term actionable pipeline reflects hospital opportunities where
AMP has begun active discussions to execute sale-leaseback
transactions
Near-term Actionable Pipeline
—$2.0 billion identified pipeline
35 hospitals with —8,000 beds
11 leading hospital operators (2 national, 5 regional and 4 not-for-profit)
$750+ million of expected acquisitions over the next 18-24 months
Geographically diverse markets
Geographic and Operator Breakdown (by Number of Beds)
Midwest
6%
Northeast
14%
California
60%
South
15%
Other
5%
Operator F
6%
Operator E
6%
Operator D
9%
Operator C
15%
American Medical Properties
Operator B
17%
Other
18%
Operator A
29%
17
EFTA01428652
Near-term Actionable Sale / Leaseback Opportunities
Operator
Hospital
Operator A
National hospital operator
Operator B
Regional hospital operator
Operator C
Not-for-profit hospital operator
Operator D
Regional hospital operator
Operator E
Regional hospital operator
Operators F - K
1 national / 2 regional / 3 not-for-profit hospital operators
11 operators
11
Location
Multiple markets
Size (# beds)
2,525 — 2,600
7
California
1,250 — 1,300
4
Multiple markets
1,100 — 1,150
3
Multiple markets
575 - 625
4
Multiple markets
475 - 525
6
California
1,350 — 1,500
35 hospitals
Geographically diverse
7,275 — 7,700 beds
Through long-term relationships with hospital operators, AMP has a robust
near-term actionable pipeline with
more than $2.0bn of identified sale / leaseback opportunities representing
hospitals with —8,000 beds
American Medical Properties
18
EFTA01428653
Near-Term Pipeline Opportunity Within 120 Days
Location
Hospital
Type
Area
(in sq. ft.)
# beds
Key Specialties
East Coast For profit
900,000
300 licensed and
in service
c— Emergency care
c— Orthopedics
c— Anesthesiology
c— Dermatology
West Coast
Not-forprofit
250,000
160
licensed and
in service
c— Emergency care
c— Orthopedics
c— Rehabilitation
c— Imaging services
Excess RE
opportunities
c— Potential to build
student housing on
excess land on the
university campus
Equity / Total
capital requirement
Cap rate
$55 / $140 million
c— 8.5-9.5% cap
rate
c— Opportunity to
build MOB on
hospital campus
parking lot
$40 / $100 million — 8.0% cap rate
Texas
For profit
200,000
200 licensed
60 in service
c— Emergency care
• Orthopedics
• Cardiology
EFTA01428654
c— Wound care
Texas
3-asset hospital portfolio(a)
West Coast
Midwest
For profit —700,000
600 licensed and
in service
c— Emergency care
c— Orthopedics
c— Endoscopy
c— Cardiovascular
c— Oncology
c— Rehabilitation
Total
(a) Photos intentionally not included due to confidentiality
American Medical Properties
19
—2,050,000
1,260 licensed
1,120 in service
c— 14 acres of excess
land for future
growth and
development
$25 / $60 million
c— 9.0% cap rate
c— Limited, long-term
potential for
development
$40 / $100 million
• 9.0-10.0% cap
rate for 3 asset
portfolio
$160 / $400 million
EFTA01428655
excess
Rigorous Sourcing and Underwriting Process
Market
Criteria
Historical performance
II Population density and
market growth
llIncreasing demand for
healthcare related services
and facilities
I Current and future supply
of competing hospital and
healthcare properties
I National geographic
diversification to minimize
portfolio risk
Property
Considerations
I Property location with
emphasis on proximity to
population growth
I Reduced competition
through off-market
sourcing
llAcquisitions substantially
below replacement cost
0 Potential for rental rate
increases and anticipated
capital expenditures
I Create incremental value
by leveraging healthcare
operational expertise
Potential to develop
real estate
Lease coverage analysis
I Review third party and
vendor agreements
Tenant
Considerations
EFTA01428656
I Financial condition
Due
Diligence
I Real estate evaluation
Valuation &
Financing
Target weighted average
cap rate of —9%
I Credit Rating
Analysis of historical
performance
Acquisition size — $50mm
to $150mm
May replace the tenant
operator
Evaluation of clinical and
financial operations
Target leverage up to 60%
ith attractive cost of debt
2x+ rent coverage ratio
I Future hospital real estate
acquisition opportunities
IRR modeling with
sensitivity analysis
I 8%+ dividend yield
AMP has the management team, relationships and rigorous process in place to
benefit from favorable market
dynamics to make acquisitions by deploying readily available capital
American Medical Properties
20
EFTA01428657
Shareholder Friendly Corporate Governance and Board of Directors
Management team (3)
Proposed Board of Directors Structure (7)
Independent Directors (4)
Mark Karlan
President & CEO
Pejman Salimpour
Chief Strategy Officer
Pedram Salimpour
Chief Medical Officer
— 2 selected from a list of candidates with significant healthcare
or/and real estate experience
— 2 proposed by Lead Investors
Investment Committee
I Approves the investment strategy, acquisitions, capital
expenditures and sales of investments (consistent with the
business plan and investment parameters agreed upon with the
lead investors)
I The 3 senior management and 4 members who are appointed
by the Board of Directors
Meets at least quarterly and at other times as needed to review
pending investments and other capital decisions
Other management and supervisory bodies
Audit Committee
Internal Audit
Compliance and Risk Officer
Human Resources and Remuneration Committee
Investment and Asset Management sector
Finance, treasury and operations sector
American Medical Properties
21
EFTA01428658
Section 3
Investment Opportunity
American Medical Properties
EFTA01428659
Strategic Merits of an Investment in American Medical Properties
Driver
Potential Result
Presence in markets with
limited buyers
• AMP identifies and invests in off-market opportunities through deep
industry
relationships with limited competition for assets
• Avoids engaging in competitive bidding process and overpaying for assets
Current
Yield
Long-term
Value
1 1
• Many of the assets AMP targets may be sourced from non-institutional
owners,
often healthcare operators
Non-standard sellers
c— AMP can take advantage of undermanaged assets
c— Potential for revenue enhancement, expense reduction and increased cash
flow
1 1
c— High initial yields should provide strong cash flow and support current
dividends
High cap rates increase yield
c— On exit, better managed assets in a larger portfolio should benefit from
incremental value appreciation
1 1
Active property management
c— Enhance underlying tenant profile, increase real estate values and
negotiate
attractive rents by providing unique operational expertise, assisting with
physician recruitment and the addition of new specialty service lines
c— Increased cash flow can be monetized in the future upon exit at tighter
cap rates
in the public market
1 1
American Medical Properties
23
EFTA01428660
Economics of an Investment in American Medical Properties
Illustrative investment economics
Acquisition example
Total asset acquisition price
Assumed cap rate
Contribution
Equity contribution
Debt financing
Interest rate
Cash Flow
Rental revenue
G&A
EBITDA
Interest expense
Amortization
Recurring capex
Distributable cash flow
Assumed payout ratio
Cash distributions
Cash on cash return
$750,000,000
9.0%
$300,000,000
450,000,000
6.0%
$67,500,000
(6,000,000)
61,500,000
(27,000,000)
(5,375,728)
0
$29,124,272
90.00%
$26,211,844
8.7%
The cash on cash yield from an investment in AMP is expected to exceed 8% on
a stabilized basis
American Medical Properties
24
Typically between 8.0% and 10.0%
40.0% equity contribution
60.0% LTV
Assumed fixed rate debt with 7-10 year term
Based on 9.0% cap rate
Assumed at 0.8% of total assets
EFTA01428661
Based on 6.0% cost of debt
30-year amortization period
Assumed triple-net leases
EFTA01428662
Business Model Delivers an Attractive Dividend Yield
High-yielding real estate assets with full occupancy levels
Favorable long-term lease profile with high-quality tenant mix and strong
covenants
Stable cash flows driven by rents indexed to inflation
Efficient operating structure driven by triple net leases
High-yielding assets and an efficient operating structure allow for a high
dividend yield(a)
8.7%
6.6%
5.8%
4.5%
3.8%
3.9%
4.7%
4.8%
4.9%
6.0%
6.8%
HR
HTA
VTR
DOC
"Big 3"
Note: market data as of 5/27/2016.
(a) Excludes pure-play SNF and senior housing focused REITs.
HCN
Hospitals
NHI
MOB
OHI
Senior living
MPW
CCP
Skilled nursing
HCP
AMP
American Medical Properties
25
Dividend yield (%)
EFTA01428663
Exit into a Public Healthcare REIT
# of REITs
The public healthcare REIT market has grown over time...
14
12
12
12
12
13
13
14
$79.5
$61.4
$26.4
$16.0
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
...but healthcare REITs focused on the hospital asset class are still
underrepresented with only one pure-play hospital REIT player
"Big 3"
Skilled nursing
Life science
Senior living
MOB
Hospital
100.0%
$29.5
$27.2
$34.0
$42.3
16
18
$102.5
$76.5
18
$97.3
13.4%
15.0%
5.0%
VTR
HCP
1.0%
EFTA01428664
HCN
5.2%
SBRA
3.4%
CCP
0.0%
OHI
0.0%
ARE
Hospital real estate exposure
(a) Based on annualized NOI or rental income, as of 01 2016.
Even though the healthcare REIT sector went through a rapid growth phase
coming out of the recession, only
one pure-play REIT player is focused on hospital assets
American Medical Properties
26
3.5%
NHI
0.0%
SNH
0.0%
LTC
0.0%
SNR
DOC
Other healthcare real estate exposure
14.4%
6.8%
HR
HTA
MPW
(% hospital exposure) (a)
($ in billions)
EFTA01428665
Section 4
Financial Overview
American Medical Properties
EFTA01428666
American Medical Properties Financial Model: Key Assumptions
Revenue estimates
— Net rental revenue based on acquisitions at a weighted average 9.0% cap
rate
— Rents growing annually at 2.0%
— Occupancy remains constant at 100% assuming 10-15 year lease contracts
Financial forecast
Operating expenses
— No operating expenses with 100% triple-net lease agreements
G&A
— Assumes $6 million in year 1, increasing by 2.0% every year
D&A
— Assumes 39-year depreciation period
Acquisitions
— Assets acquired at a weighted average 9.0% cap rate
— Leverage of up to 60% of the total acquisition cost (40% equity / 60% debt)
Equity capital
— Assumes $300 million of equity capital raised
— Assumes 3.0% fees and closing costs
Financing
Debt capital
— Maximum of 60% leverage
— Interest rate: 6.0%
— Amortization period: 30 years
— I/O period: 2 years
— 1.0% loan fees
Capital expenditures
Cash distributions
Exit assumptions
— Renovation capex assumed to be part of the acquisition price
— Maintenance capex covered by tenants through triple-net leases
— Start one quarter after rental income generation from acquisitions
— Assumes an exit in two years into a REIT IPO for purposes of calculating
IRR
— Exit value based on a sale cap rate of 8.75%
American Medical Properties
($m)
Q4 2016
Q1 2017
Q2 2017
Q3 2017
Q4 2017
Q1 2018
Total
Total asset
value
$125
$125
$125
$125
$125
EFTA01428667
5125
5750
Equity
550
$50
$50
$50
$50
$50
5300
Debt
$75
$75
$75
$75
$75
$75
$450
28
EFTA01428668
American Medical Properties Financial Model: Cash Flow Projections
($ in millions)
Quarterly rental income
% growth
Less: G&A
EBITDA
% margin
% growth
Less: D&A
Less: cash interest expense
Net income to common shareholders
Plus: D&A
FF0
Less: mandatory amortization
Free cash flow before distributions
Quarterly distributions at 90%
Quarterly distribution yield on equity deployed
Annualized distribution yield on equity deployed
Cumulative acquisitions
Cumulative equity deployed
Total gross debt
LTV
$125
50
75
60%
$250
100
150
60%
0
0
$0
0
$0
0
$0
$0
Q4 2016 01 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1
2019
$0
$3
NA
0
$0
(2)
$1
47%
NA
(1)
(1)
EFTA01428669
$0
$0
$6
100%
(2)
$4
73%
214%
(2)
(2)
$0
2
$2
0
$2
$2
1.1%
4.5%
$375
150
225
60%
$8
50%
(2)
$7
82%
68%
(2)
(3)
$1
2
$4
0
$4
$3
1.6%
6.4%
$500
200
300
60%
$11
33%
(2)
$10
87%
EFTA01428670
41%
(3)
(5)
52
3
55
0
55
55
1.9%
7.6%
5625
250
375
60%
514
27%
(2)
513
89%
31%
(4)
(6)
53
4
57
0
57
56
2.1%
8.6%
5750
300
450
60%
517
20%
(2)
516
91%
22%
(5)
(7)
54
5
59
0
59
58
2.6%
10.6%
EFTA01428671
$750
300
450
60%
$17
0%
(2)
$16
91%
0%
(5)
(7)
$4
5
$9
0
$9
$8
2.6%
10.6%
$750
300
450
60%
$17
0%
(2)
$16
91%
0%
(5)
(7)
$4
5
$9
0
$9
$8
2.6%
10.6%
$750
300
450
60%
$17
2%
(2)
$16
91%
2%
(5)
EFTA01428672
(7)
$4
5
$9
(0)
$9
$8
Avg.
2.7% 2.2%
10.7% 8.7%
$750
300
450
60%
American Medical Properties
29
EFTA01428673
American Medical Properties Financial Model: IRR Calculations
($ in millions)
Free cash flow summary
EBITDA
Net cash interest expense
Mandatory amortization
Free cash flow before distributions
Distributions @ 90%
Free cash flow after distributions
Returns summary
Invested equity
Distributions
Exit cap rate
Exit NOI
Exit TEV
Exit net debt
Exit equity value
Total investor cash flows
($50)
($50)
($48)
($47)
($45)
($44)
$8
IRR
Cash on cash returns
Average cash distribution yield
American Medical Properties
$8
$8
Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1
2019
$0
$0
$0
$0
$0
$0
$1
($1)
$0
$0
$0
$0
$4
($2)
$0
$2
($2)
$0
EFTA01428674
$7
($3)
$0
$4
($3)
$0
$10
($4)
$0
$5
($5)
$1
$13
($6)
$0
$7
($6)
$1
$16
($7)
$0
$9
($8)
$1
$16
($7)
$0
$9
($8)
$1
$16
($7)
$0
$9
($8)
$1
$16
($7)
(so)
$9
($8)
$1
($50)
$0
($50)
$0
($50)
$2
($50)
$3
($50)
EFTA01428675
$5
($50)
$6
$0
$8
$0
$8
$0
$8
$0
$8
8.75%
$70
$797
$444
$353
$361
20.5%
1.3x
8.7%
30
EFTA01428676
American Medical Properties Financial Model: Returns Sensitivities
Entry cap rate vs. Exit cap rate
Entry cap rate
8.50%
8.00%
8.25%
8.50%
8.75%
9.00%
24.1%
19.5%
15.0%
10.6%
6.3%
8.75%
29.2%
24.5%
20.0%
15.6%
11.4%
9.00%
34.1%
29.4%
24.9%
20.5%
16.3%
9.25%
38.9%
34.2%
29.7%
25.3%
21.1%
9.50%
43.6%
38.9%
34.4%
30.0%
25.8%
8.00%
8.25%
8.50%
8.75%
9.00%
50.0%
28.2%
24.4%
20.7%
17.1%
13.7%
55.0%
30.8%
EFTA01428677
26.6%
22.6%
18.6%
14.8%
LTV vs Exit cap rate
LTV
60.0%
34.1%
29.4%
24.9%
20.5%
16.3%
65.0%
38.2%
33.0%
27.9%
23.0%
18.1%
70.0%
43.6%
37.7%
31.9%
26.2%
20.6%
Entry cap rate vs. Hold period
LTV vs. Cost of debt
Hold period
1-year
8.00%
8.25%
8.50%
8.75%
9.00%
1.6x
1.5x
1.4x
1.3x
1.3x
2-year
1.8x
1.7x
1.6x
1.5x
1.4x
3-year
2.0x
1.9x
1.8x
1.7x
1.6x
4-year
EFTA01428678
2.1x
2.1x
2.0x
1.9x
1.8x
5-year
2.4x
2.3x
2.2x
2.1x
2.0x
5.25%
5.50%
5.75%
6.00%
6.25%
50.0%
17.9%
17.6%
17.4%
17.1%
16.8%
55.0%
19.6%
19.3%
18.9%
18.6%
18.3%
LTV
60.0%
21.7%
21.3%
20.9%
20.5%
20.1%
65.0%
24.4%
23.9%
23.5%
23.0%
22.5%
70.0%
28.0%
27.4%
26.8%
26.2%
25.6%
American Medical Properties
31
Exit cap rate
Exit cap rate
EFTA01428679
Cost of debt
Exit cap rate
EFTA01428680
Investment Highlights
1
Pure-play investment strategy focused on acquiring high-quality hospital and
related healthcare real estate throughout the U.S.
2
Favorable healthcare industry fundamentals drive long-term demand for
hospitals, the largest healthcare real estate asset class
3
Seasoned management team with proven track record of investing capital and
generating attractive returns across the healthcare
and real estate sectors
4
Differentiated ability to generate incremental value in target asset class
by leveraging operating experience and real estate expertise
5
Long-standing relationships with high-quality hospital operators provide
ongoing source of off-market sale / leaseback opportunities
6
—$2.0 billion identified pipeline of near-term actionable hospital sale /
leaseback opportunities representing —8,000 beds owned by a
geographically diverse group of hospital operators; expect to complete
acquisitions of $750+ million over next 18-24 months
7
Business model expected to use prudent leverage and deliver predictable cash
flows with a stable dividend yield exceeding 8.0%,
coupled with capital appreciation over time by increasing rents and asset
values with a potential REIT IPO exit
American Medical Properties
32
EFTA01428681
Appendix
American Medical Properties
EFTA01428682
Illustrative Organizational Structure
Board of Directors
Investment
Committee
Pejman Salimpour
Mark Karlan
Chief Strategy Officer
President & CEO
Pedram Salimpour
Chief Medical Officer
Business Development Division
CIO(a)
Due Diligence
Acquisitions
Investor Relations
Asset Management
(a) Position to be filled
(*) Candidates have been identified to fill the position
American Medical Properties
34
Human Resources
Finance & Operations Division
CFO(a)*
Counsel
Chief Legal Officer(a)
Financial Analysis & Treasury
Accounting
Legal Matters
EFTA01428683
Risk Management Strategies
Considerations
Mitigants
Healthcare Reform and Changes in
Government Reimbursement
• The Affordable Care Act's increased healthcare coverage yields additional
patient volume and revenue for hospitals
c— Any changes to the Affordable Care Act will likely have a limited impact
given that they may be offset by changes in
federal Medicaid and other healthcare subsidies
Tenant Concentration
c— American Medical Properties has a diversified pipeline across operators
and geographic markets
Competition
c— The majority of AMP's healthcare REIT competitors are focused on other
healthcare real estate asset classes (senior
housing/SNFs/MOBs) and hospitals are not a focus area. As a result, the
hospital real estate asset class presents
one of the most compelling sale/lease back opportunities.
Higher Interest Rates
c— Interest rates are projected to increase gradually and only modestly in
the near term
c— AMP has the flexibility to utilize alternative capital sources
Tenant Solvency
c— AMP plans to continuously monitor the performance of its tenants on a
variety of metrics including:
c— admission levels and surgery/procedure volumes by type
• trends in revenue and patient mix
c— operating margins
c— ratio of tenant's operating margins to total fixed costs
c— the effect of evolving healthcare regulations on tenant's profitability
and liquidity
c— These factors will help AMP identify any potential issues with any of its
tenant's capability to pay rent allowing AMP
to take remedial actions to mitigate this risk
American Medical Properties
35
EFTA01428684
Notice to Deutsche Bank Potential Investors
Key Client Partners ("KCP") services are offered to a select group of
Deutsche Bank Wealth Management ("WM") clients who are able
to meet certain criteria including, without limitation, financial and
sophistication qualifications. All Key Client Partners opportunities may
not be available in all WM locations.
DB is not acting as your financial adviser or in any other fiduciary
capacity with respect to this proposed transaction. The transaction(s)
or products(s) mentioned herein may not be appropriate for all investors and
before entering into any transaction, you should take steps
to ensure that you fully understand the transaction and have made an
independent assessment of the appropriateness of the
transaction in the light of your own objectives and circumstances, including
the possible risks and benefits of entering into such
transaction.
You should also consider seeking advice from your own advisers in making
this assessment. If you decide to enter into a transaction,
you do so in reliance on your own judgment. The information contained in
this document is based on material we believe to be reliable;
however, we do not represent that it is accurate, current, complete, or
error free. Assumptions, estimates and opinions contained in this
document constitute our judgment as of the date of the document and are
subject to change without notice. Any projections are based
on a number of assumptions as to market conditions and there can be no
guarantee that any projected results will be achieved. Past
performance is not a guaranteeof future results. The distribution of this
document and availability of these products and services in
certain jurisdictions may be restricted by law. You may not distribute this
document, in whole or in part, without our express written
permission. Unless you are notified to the contrary, the investment outlined
within is not FDIC insured, or insured by any other
government agency.
Deutsche Bank AG, including its subsidiaries and affiliates, does not
provide legal, tax or accounting advice. This communication was
prepared solely in connection with the promotion or marketing, to the extent
permitted by applicable law, of the transaction or
matteraddressed herein, and was not intended or written to be used, and
cannot be relied upon, by any taxpayer for the purposes of
avoiding any U.S. federaltax penalties. The recipient of this communication
should seek advice from an independent tax advisor
regarding any tax matters addressed herein based on its particular
circumstances.
Deutsche Bank Wealth Management represents the wealth management activities
conducted by Deutsche Bank AG or any of its
subsidiaries ("Deutsche Bank"). Not all WM products and services are offered
in all jurisdictions and availability is also subject to local
regulatory restrictions and requirements. Clients will be provided Deutsche
Bank Wealth Management products or services by one or
more legal entitiesthat will be identified to clients pursuant to the
contracts, agreements, offering materials or other documentation
relevant to such productsor services. Brokerage services are offered through
EFTA01428685
Deutsche Bank Securities Inc., a registered broker-dealer
and investment adviser, which conducts investment banking and securities
activities in the United States. Deutsche Bank Securities Inc.
is a member of FINRA, NYSE and SIPC.
0 2016 Deutsche Bank AG. All rights reserved. 024082 070116
American Medical Properties
36
EFTA01428686
CONFIDENTIAL
American Medical Properties
American Medical Properties
For Key Client Partner Clients
or U.S. Institutional Investors.
Not for Retail Distribution
EFTA01428687
Forum Discussions
This document was digitized, indexed, and cross-referenced with 1,400+ persons in the Epstein files. 100% free, ad-free, and independent.
Annotations powered by Hypothesis. Select any text on this page to annotate or highlight it.