Ryan Saul and Brad Clousing sold two Assisted Living facilities within 75 miles of each other in South Carolina. One facility had 48 units/62 beds and the other had 47 ALF units and 22 Independent Living villas for a total of 117 units. Overall census at the time of sale was 90%. The Seller is primarily a skilled nursing operator. The Buyer is a regional owner operator of assisted living facilites based out of Pennsylvania. The facilities sold at a 8.75% capitalization rate. The Buyer is utilizing conventional financing arranged through a regional bank. For additional information please contact Ryan or Brad at 630/858-2501.
Mergers and Acquisitions of Long-Term Care Facilities in Texas – the Consummate Catch 22
By Cory Macdonald
Just as surely as death is inevitable, so too apparently is the trend toward consolidation in the long-term care properties industry.
Publicly traded companies and real estate investment trusts are rushing headlong into the marketplace to acquire privately held senior care chains and independent facilities. While most of these targets are being effectively managed and operated, their suitors recognize an opportunity to benefit from economies of scale. What’s more, long-term care facilities and the land they are built on can retain their value and actually appreciate in what is a very challenging real estate environment. Senior living and care facilities are an especially attractive growth market as more of the Baby Boomer generation approach retirement age. Baby Boomers moving into these care facilities is not a trend, it is the new normal.
So where are these companies shopping?
Florida and California, with their favorable demographics, have been popular states in the past. These days, whether because of market saturation or high real estate prices in other states, more and more companies are looking at Texas. If not the next frontier, Texas is a frontier for opportunity. In fact, over the last 12 months, dozens of companies have looked at Texas and some have actually started filling their cart.
Once at the checkout line, however, they have learned that closing such deals can be fraught with red tape. The primary challenge in Texas is that the application for licensure requires a level of disclosure that is higher than almost every other state in the country.
In particular, Texas requires the disclosure of all “owners” in a company, even owners of 5 percent or less – all the way up the ownership chain. Other ‘controlling persons’ must also be disclosed, but the state’s definition of what is a ‘controlling person’ is ambiguous. In the past, companies have come to us right before a deal is finalized, with the hope that transferring the licenses will be a short, final step. Unfortunately, we have to tell them that transferring the licenses is not an easy process.
Our first step in representing such a client is to contact the appropriate people at the state level and answer as many questions on the front end as possible. We then work with both the state and the federal government, through its Medicare agent in Texas, called “Trailblazer,” to get applications filed.
After the paperwork is filed, the state and Trailblazer will have questions. Outside legal counsel must know how to respond to questions about complex transactions that do not fit neatly into state and federal change of ownership forms. This means serving as translators, bridging the terminology gap between national deal-makers and local regulators.
The licensure and change of ownership process in Texas is complicated as it is, but it is also continually evolving to try to accommodate new ownership structures. For example, last summer the state changed the rules to clarify that when it comes to publicly traded corporations, shareholders and lenders aren’t controlling persons’ for purposes of disclosure. If a new owner or a buyer did not know this ahead of time, they could have wasted a lot of time trying to figure out whether to disclose certain information about these groups.
This predicament for national companies is really a catch 22. On one hand, these challenges are not going to go away any time soon. On the other, neither is the value inherent in these properties.
It places a premium on finding outside counsel with experience and familiarity in working with these specific state entities, streamlining the acquisition process and allowing the company to move forward with what it does best – whether it is purchasing, managing or operating long-term care facilities.
Cory D. Macdonald is the lead attorney of the long-term care and retirement housing practice group at Davis & Wilkerson. He represents continuing care retirement communities, hospitals, skilled nursing facilities, physicians and other providers in a variety of issues including business formation, state licensure, Medicare/Medicaid certification, regulatory compliance, risk management, and the sale and acquisition of health care facilities.
The importance of making a great first impression cannot be overstated, especially when it comes to presenting a product to buyers.
A VP of marketing for retail giant The Limited, Inc. has been quoted saying “In some malls we have seventy foot lease fronts. The customer, within eight-point-five seconds, is going to decide whether to walk into that store or just go past it.”
In my experience as a residential Realtor, I also found it true that clients would comment “this is the one,” within eight seconds of entering a home. The rest was just details.
How does this relate to senior housing? If owners are thinking about selling a facility, they need to know what buyers are expecting to see when they look at price per bed/unit, EBITDA, census, and payor mix. We want to counsel you ahead of time to make sure our offering package catches the attention of buyers within the “8 second” decision window.
Please contact Toby Siefert at email@example.com or 630-858-2501 to discuss what you should be working towards now to make the best first impressions later.
Ryan Saul and Brad Clousing have sold a 77 unit Assisted Living Facility north of New Orleans. Senior Living Investment Brokerage, Inc. fielded multiple offers and created a confidential, competitive market to achieve a top-of-the-market price. Constructed in 2009, the facility reached stabilization in 2010 and maintains a strong census. the 77 unit facility consists of 27 studio units and 50 one bedroom units. The Seller is a local real estate owner and this was his only Seniors Housing asset. The Seller made a strategic divestiture to take advantage of the strong market after following a number of completed transactions by Senior Living Investment Brokerage, Inc. The Buyer is an investor in Seniors Housing based in Kentucky with operations in Michigan. Through their marketing efforts, Ryan and Brad were able to negotiate a purchase price of $11,000,000 ($142,857/unit) at a 7.36% capitalization rate. For additional information, please contact Brad or Ryan at 630/858-2501.
Ryan Saul, Brad Clousing and Jeff Binder have sold a 152 Unit Independent and Assisted Living Community in Las Vegas, Nevada. Constructed in 1986, the three story facility consists of 83 independent living units and 69 assisted living units. At the time of sale, census was near 88% but the facility was underperforming. Senior Living Investment Brokerage, Inc. was able to procure multiple offers from local, regional and national Buyers. The Seller is a national owner/operatorwho was making a strategic divestiture of a non-core asset. The Buyer is a national provider of senior housing services based in California. The Buyer will look to boost operational and financial performance through local economies of scale and referaal relationships. For additional information on this transaction or to request a confidential proposal, please contact Brad, Jeff or Ryan.