Talya Nevo-Hacohen - Chief Investment Officer Richard Matros - Chairman and Chief Executive Officer Harold Andrews - EVP and Chief Financial Officer.

Smedes Rose - Citigroup Chad Vanacore - Stifel Richard Anderson - Mizuho Securities Omotayo Okusanya - Jefferies Eric Fleming - SunTrust Todd Stender - Wells Fargo Jonathan Hughes - Raymond James.

Good day, ladies and gentlemen, and welcome to the Sabra Health Care REIT First Quarter 2017 Earnings Conference Call. This call is being recorded. I would now like to turn the conference over to Talya Nevo-Hacohen, Chief Investment Officer. Please go ahead..

Thank you.

Before we begin, I want to remind you that we will be making forward-looking statements in our comments and in response to your questions concerning our expectations regarding our pending merger with CCP, our acquisition and investment plans, our expectations regarding our financing plans and our expectations regarding our future results of operations.

These forward-looking statements are based on management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially including the risks listed in our Form 10-K for the year ended December 31, 2016 and in our Form 10-Q that was filed with the SEC yesterday, as well as in our earnings press release included as Exhibit 99.1 to the Form 8-K refurbished to the SEC yesterday.

We undertake no obligation to update our forward-looking statements to reflect subsequent events or circumstances and you should not assume later in the quarter that the comments we made today are still valid. In addition, references will be made during this call to non-GAAP financial results.

Investors are encouraged to review these non-GAAP financial measures as well as the explanation and reconciliation of those measures to the comparable GAAP results included at the end of our earnings press release and the supplementation information materials included as Exhibits 99.1 and 99.2 respectively to the Form 8-K refurbished to the SEC earlier yesterday.

These materials can also be accessed in the Investor Relations section of our website at www.sabrahealth.com. And with that, let me turn the call over to Rick Matros, Chairman and CEO of Sabra Health Care REIT..

Thanks, Talya. Thanks, everybody for joining us this morning. And we wanted to honor Chuck Berry, Bye Bye Rock and Roll [ph] was our song so rest in peace.

So, ready to more on now, I'd just make a couple of comments relative to potential new reimbursement system from CMS, I made a lot of comments on – or several comments on it yesterday, but a couple of other points I want to make.

One of the things that CMS is contemplating in this system which again is budget neutral on a revenue basis is bringing back concurrent therapy. So operators will be allowed to use up to 25% of therapy, revenues for concurrent therapy.

And that's an important component because concurrent therapy is very efficient and while the therapy revenue may be a little bit wider because they will be able to do concurrent therapy again at least upto 25% that will enhance margin.

So all in all you are looking at a system that is budget neutral and can actually be enhancing to margins both because of the concurrent therapy and as I mentioned yesterday, with having more complex nursing patients in the facilities that will be [indiscernible]. Now we move on the pipeline.

Our pipeline currently stays at 1 billion that's inclusive of the 500 million that we included in 2017. Guidance 75% of the pipeline is skilled nursing/transitional care facilities, and a 25% is senior housing, a good chunk of that 75% on skilled nursing side are couple of large portfolios.

All the rest of the assets that we are looking at in the pipeline are more traditional bread and butter kind of deals call it 20 million to 80 million in price. The CCP merger is not distracting from our pursuit of these acquisitions. So I want to make that clear.

We haven’t missed a step in terms of getting LOIs in by deadline and we won't miss a step in terms of execution of completion of those deals assuming that we get awarded the ones that we are most interested in. I want to comment again on strategy.

We talked a little bit about this yesterday, but our focus on expanding senior housing doesn't change with this merger. Clearly and obviously, the merger kicks up our skilled nursing exposure from mid to high 50 percentile to below 70 percentile.

But as we got our skilled nursing exposure [down] [ph] over last six years, our intent is to do the same going forward. The merger we disused yesterday just has so many benefits and as we saw with the press releases from S&P and Fitch yesterday we will achieve our goal of having investment grade rating, so we feel great about that.

And so - and in addition to that we got our pipeline, our proprietary development pipeline coming in starting to realize second half of this year. So from our perspective, we are at a better place than we've been and look forward to the merger and look forward to balancing the portfolio and started expanding asset class diversification once again.

Now moving on to operations, our skilled transitional care EBITDA coverage improved sequentially from 1.52 to 1.54, again bucking trends in the space. Our occupancy improved sequentially 40 basis points to 88.6%. Our skilled mix was down sequentially 20 basis points to 43.6%.

And I would make the same comment here that I believe I made on the last earnings call and that is our skilled mix is so high at this point, we are just going to fluctuate a little bit up and down, up and around the margin. So I don't expect a lot more upside there given length of stay and how high it currently is.

Our senior housing EBITDA coverage is down from 1.22 to 1.18 sequentially and similarly there as I - similar to the comment I made on skilled mix, we expect our senior housing coverage to just hover kind of around there, up or down a little bit on the margin, so we view it as very stable. Senior housing occupancy is down 50 basis points to 88.9%.

We think we are pretty close to bottom there and we believe over the next couple of years that we’ll see some absorption with developments rolling out that we’ll see increases in the senior housing portfolio. As expected the Genesis fixed charge coverage came down sequentially from 1.24 to 1.19.

And I'd remind everybody that we report a quarter in arrears and that quarter for Genesis was the quarter that was weak for them. And where they [indiscernible] they reported a good quarter this morning both in terms of meeting guidance, in terms of revenue, in terms of occupancy being up.

So we expect their fixed charge coverage to sort of again fluctuate kind of a round the margin somewhere around that level and over the next couple of quarter and then expect to see some improvement going forward. Holiday was down from 1.17 to 1.14.

And we talked a little bit about Holiday yesterday and we noted on our last earnings call that we expected Holiday coverage to slip slightly this quarter and probably the next quarter as they are going through the change in the operational model from the [live in] [ph] model to their [executive director] [ph] model which is the more traditional model.

We think they are doing a great job on execution. Also as I noted yesterday, there the margins grew for our Holiday portfolio, the EBITDA margins are at 40%, occupancy is 90%. So they are doing really well. And with that I will turn it over to Harold Andrews. After Harold's finished, we'll go to Q&A..

$2.6 million of stock-based compensation expense, $0.6 million of acquisition pursuit costs which were primarily associated with the CCP merger, and higher than historically incurred legal costs which increased over the first quarter of 2016 by approximately $0.7 million.

We expect our recurring cash G&A for the balance of 2017 to be approximately 3.2 cents or 0.2 cents higher than the 3 million we anticipated on our prior earnings call. That's on a quarterly basis. During the quarter, we recorded a $1.8 million provision for doubtful accounts and loan losses compared to $2.5 million in the first quarter of 2016.

Our interest expense for the quarter totaled $15.8 million compared to $16.9 million in the first quarter of 2016 and including amortization from deferred financing costs of $1.3 million in the first quarter of 2017 and $1.2 million in the first quarter of 2016.

Based on total outstanding debt as of March 31st, 2017, our weighted average interest rate excluding the borrowings under the unsecured revolving credit facility was 4.55% and borrowings under the unsecured revolving credit facility have an interest rate of 2.98% as of March 31st, 2017.

Our cash flows from operations totaled $31.4 million for the first quarter of 2017. We have very limited investment activity and no capital markets activity during the quarter.

As of March 31st, 2017, we had total liquidity of $495.8 million consisting of currently available funds under our revolving credit facility of $483 million and cash and cash equivalents of $12.8 million.

We're in compliance with all of our debt covenants under our senior notes debentures and our secured revolving credit agreement as of March 31st, 2017 and continue to maintain the strong credit metrics as follows.

Net debt to adjust EBITDA of 5.27 times, interest coverage 3.99 times, fixed charge coverage 3.21 times, total debt to asset value 43%, secured debt to asset value 6% and unencumbered asset value to unsecured debt of 247%.

On May 8, 2017, our Board of Directors declared a quarterly cash dividend of $0.43 per share of common stock and $0.44 per share of Series A Preferred Stock. Both dividends will be paid on May 31st, 2017 to stockholders of record as of close of business on May 18th, 2017. The common dividend represents 81% of our Q1 2017 normalized AFFO per share.

A quick update on our Genesis asset sales. On April 1st, 2017, we sold one of the 35 assets previously targeted for sale on average sales price of $6.1 million. And on April 27th, we executed a nonbinding letter of intent to sell 20 of the remaining 34 assets.

We expect to close the sale of 20 assets by the end of the third quarter and the remaining 14 by year's end. Finally few comments on our 2017 guidance.

We expect 2017 full year amounts to falls in the following per share ranges, net income attributable to common stockholders $2.15 to $2.19; FFO in normalized FFO $2.24 to $2.28; AFFO $2.22 to $2.26; normalized AFFO $2.19 to $2.23.

This guidance assumes approximately 500 million of future investment activity at an average annual lease yield of 8% during 2017 and assume to completion of the previously announced dispositions of the 34 Genesis operated facilities will be completed in the second half of 2017.

These dispositions are expected to reduce 2017 normalized FFO by $0.07 per share and normalized AFFO by $0.04 per share as compared to not disposing of those facilities during 2017. This guidance excludes the impact of closing the merger with CCP or any merger costs we may incur after the first quarter of 2017.

Should the merger close as expected, we expect immediate annualized accretion in excess of the 2017 outlook for normalized FFO and normalized AFFO of 14% to 16%. We also expect to provide an updated 2017 outlook after closing of the merger. And with that, I guess we can go ahead and open it up to Q&A..

Here it comes to Q&A. Thanks, Harold..

[Operator Instructions] We’ll take our first question from Smedes Rose from Citi..

Hi. Thanks.

I wanted to ask something you mentioned yesterday and specifically if you were to include the leases that have corporate guarantees what would your facility level coverage be versus like you show here without the - with facilities that have corporate guarantees?.

You are talking about the merged company?.

Well, if you have it both way that would be interesting?.

I mean if you’re just talking about Sabra, actually when it comes to Genesis, at Holiday, we just report the corporate guarantees because that’s we've got most meaning, we don't provide facility level coverage to Genesis and Holiday, we haven't done that and don’t intend on doing that..

Yeah.

Just to add some clarification around that when you are talking about an organization like Genesis which is a very large organization with significant overheads structure, just try to isolate the asset level coverage when there is a lot of cost [to recur] [ph] at a corporate level, lot of cost to push down to the facility level, it's get very difficult.

And that's another reason why we just don't put it out there because it's not necessarily indicative of what those assets would, operations would look like on a standalone basis outside [indiscernible]..

And not consistent with how we would present [indiscernible] P&L, which is going to [knock them in] [ph], so everybody’s got theirpoint of view in terms of what they want to look at corporate, what they want to look at the facilities.

But it is certainly [indiscernible] on the operational companies [Technical Difficulty],soit's a little bit of an unfair presentation..

Okay.

And then going forward, would you continue to I guess to present the weighted average fixed charge coverage which you put in your 1.14 times since yesterday's presentation?.

Yeah, I think that's right, I mean we may break that out at some level of detail, we haven't made that decision completely yet.

I think for inclement purposes of where we're at today, we thought it was important to demonstrate to everybody what that it was on aggregated basis, combine the two companies together, including their asset and our asset that have significant fixed charge coverage.

So I'm not going to commit to exactly how we're going to present it going forward because we have some more work we need to do there, but we thought it was important to at least get that out at this point..

I just wanted to ask you one other sort of bigger picture question, one of your - one of the reasons for acquiring CCP, you talked about a lower cost of capital specifically moving to investment grade rating on the debt side, but you've given a negative reaction in your shares over the course of yesterday and today what do you think - how do you think your cost of equity is changing here, at the end of the day, are you going to be at the same cost of capital all in, or do you think it could even be going up at this point versus where you were before you made this announcement?.

So I’d say a couple of things, yesterday actually was [all ours] [ph], and you see that in these kind of deals, it was all [indiscernible] lot of activity. We don't know exactly with the cause of today's activity is but maybe I’m a bid jaded having been running publicly health company for 25 years.

But I'm not going to get bent over a day and half at trading, [indiscernible] especially when it was all arch yesterday. We have a lot more outreach to do and lot more education and a lot a lot of things to pull here. So I'm not going to come to a conclusion based on this short period of time as to what the reception to the deal was.

I think that's really premature. I think if I was to do that it would be a knee-jerk reaction and I don't make strategic decisions in that fashion. So we think that this is a really fantastic deal for all the reasons that we articulated yesterday those reasons are all tangible.

And I think the market will get it given some period of time and particularly the one issue that seems to I guess where is the biggest concern that CCP event coverage as we said yesterday, we can make pretty dramatic moves there and still have AFFO accretion of close to 10%.

And that's assuming that we make the most sort of extreme take most extreme actions just based on that that we would take to get the coverage up to the point where [indiscernible]e really big concerned about it. So we have a lot of cushion there and again I just been, we will execute and the market will see it.

And [indiscernible] and I think will be fine..

Okay. Thank you..

Moving now, we will now take our next question from Chad Vanacore from Stifel..

Hey, Good morning, or afternoon actually depending on where you are I guess.

Rick, I mean you had mentioned that maybe the price action on Sabra stock post CCP merger announcement maybe the market's not getting something so, what do you think the market's not getting that you see is value in this transaction?.

So yesterday as I said, yesterday was [indiscernible] activity and it was almost what you would expect CCP price being pushed up and everybody – a bunch of guys shorting our stock. And we traded on a combined basis 13 million shares yesterday versus an average daily volume in combined basis of 1.1.

And so today we’ve only had a few hours in trading, we're trying to understand what's causing it. We think it may be just more focus because there are a more eyeballs now on the CCP portfolio relative to coverage.

But I don’t know that as a fact, so we will be taking more calls and trying to assess what that is, but I put yesterday aside, today is a different deal and we need to figure out what's causing the activity today..

All right.

And then just thinking about the Genesis portfolio, we saw a slide in coverage going in the fourth quarter, but Genesis reported this morning look like occupancy was better, it look coverage stabilizing, do you feel like coverage on that portfolio stabilized here or is there some more work to do?.

I think it's stabilizing. I think Genesis management would say that they expect somewhere around [indiscernible] performance to 2017 and I think they said that the last quarter as well and expected to see some updraft as they go into 2018.

And I think all of us expect net volumes to start improving as we go in 2019 if you look at the supply demand numbers, in the 80, 85 plus beneficiary, group is growing.

So I think if the industry pressures haven't sort of bottomed out, I think actually they have bottomed out, so I look for relatively flat performance across most of the space that we’ve said you guys have visibility to and then some upswing after that..

All right. I think it's flattish [indiscernible] in this case..

Absolutely..

So I just want to follow-up on Harold's comments about the Genesis's dispositions, you gave us some timing expect, but I think you said $0.07 of dilutions you expected, is that net of reinvestments or is that just straight dispositions?.

So that would just be Chad based on straight dispositions and the reason I point that out is to help the analysts kind of think about the timing of the dispositions and how it affected our guidance because we have those as the sales occurring just starting at the end of the third quarter then the rest of them to being taken care of over the balance of the year.

And I'm not sure all the analysts have accurately model that timing just based on some of the numbers I've seen out there. So I just want make sure everybody understand that that's the impact that's coming out of our guidance numbers.

If we didn't sell those at all and they just stayed in our numbers for the rest of your that somewhat more are our guidance numbers would have been for comparison..

Where we reinvest those proceeds obviously that number shrinks pretty dramatically almost close to nothing..

So we think about - when you think about the $500 million of assumed acquisitions, right that's kind of baked into the numbers in a similar timeframe. So the guidance incorporates all of that - those data point..

All right. Thanks for taking the questions..

Sure..

Moving now, we'll now take our next question from Rich Anderson from Mizuho Securities..

Thanks. Hey, good morning out there. So I guess part of maybe the market interpretation is when they see big accretions they think risk and I think what you're getting is a 1,000 basis points lower occupancy with CCP and the coverage issues.

You mentioned 20% of the combined portfolio will be below one coverage, is that correct, I want to make sure I have that right, that was your estimate from yesterday? Coming out...

That is if you took it to cover today, let me - I'll point something out that I think is important that 20% assumes that were using our 5% management fee convention in calculating that number. Previously CCP used a different 4% convention.

And so you can't really compare apples to apples, our numbers are actually worse if you will than their numbers were before and it's still just 20% of the combine portfolio that falls only that one time..

Could you give some….

As we mentioned yesterday, Rich it's one - it's two tenant that are over half that one and that's just about half that, so most of the rest are not material..

Say that again, Rick, I missed that?.

That there is one tenant has approximately half that 20% and then another has a couple of percentage and after that the others are pretty are really immaterial. So addressing issues without one tenant is critical for us and we'll be focused on it and that tenant has other partners in our state as well. So we are all focused on it..

Can you give us some - can you quantify is it like 0.99 or is it 0.6..

Sorry Rich.

You are about specific tenant or you talking about the…?.

No, no I mean like how below one is this 20%?.

Well, it's across the board. Let me describe it this way I think we put a little context around it. I you took to get all of those tenant the actual onetime coverage, it's approximately 25 - it represents about $25 billion of rent. So less than 5% of the combined portfolios rent and now we would put all of those tenant at a one times coverage..

All right.

So when for you need more than $25 million a cut to get to a reasonable level not disparity but something more than that?.

Well, if you were take that cut, let me put it to you this way, you would take that cut and apply it to those tenant and you look at the overall portfolio coverage, that coverage for those assets that don't have significant guarantees would go up to the mid 1.3 range. So around 1.35.

And then that fixed charge coverage group that was about 1.14 which is coming around 1.2. So when you think about a cut of less than 4% then again this is not to indicate that's what we're going to do. So I want to be clear that trying to put some math around it.

If we would adjust rents or to be adjusted by $25 million, first you had to have a portfolio with around 1.35 coverage and you have fixed coverage on an aggregated basis of around 1.2 times. And let me be clear that's assume you kind of resolve the issue with the one tenant because that's sort of normally, we are going to deal with that.

But that $25 million rent adjustment would also include getting their asset level coverage to one times..

But I get it to one time, I understand improve the portfolio overall, but you still would want that one time to be something more than one times right I mean at the end of the day..

Rich, remember it's only one tenant that's driving half of this. So we'll address it with that one tenant. And it isn't just a functional or will give you size for customer don't necessarily going go down that path. There are sales to consider as well and when you do sales, you been just out those proceeds and operator to be your choice..

Okay..

So there are a number of ways to look at it not just looking at a rank card perspective I think that's way too narrow, we're going to improve the coverage of the portfolio and as we're doing with Genesis, this is if that means that we do some sales and we do some sales and you guys see what's been happening with us in a standalone basis as we narrow our exposure to Genesis, we bring more sniff operators into our choice.

You look at sniff that they're really good. So I would apply the same thinking there when you take a look at it and even if you were to do 25 and straight cut which again that it's not our intentions. So I don't think anybody should expect that. That still those the deal close to 10% accretive..

Okay.

On Slide 4 of your presentation for CCP, what's the sniff EBITDA coverage in totally EBITDA coverage, since most of their portfolio is sniff?.

So, that's the combine basis that senior housing, specialty hospitals, behavioral hospital, all the other assets that are in combined basis and there is other - there are a handful senior housing and the behavioral hospital obviously in this CCP standalone portfolio..

Okay. Okay we could take that maybe a little more offline. Thanks very much..

Thanks, Rich..

[Operator Instructions] We will now take our next question from Omotayo Okusanya from Jefferies..

Hi. Good afternoon, good morning.

Two questions to me, the first one Rick, just going back to your comments on the proposed change to the CMS reimbursement, given that yes it meant to be budget neutral but again as you mentioned before you see a lot of shifting between the boxes and especially from physical therapy to more towards the nursing care box, I mean when you kind of see all of that where do you kind of think, which operators do you think end up in trouble because of that change, which operators do you think benefit and what would you see is your exposure to each of those two buckets?.

So, let me go back a little bit. So, on the therapy, one of things I want to see more specific about here because I think it's a good change in the model. Therapy are lumped together anymore PT and LT are going to be separate from speech therapy.

And that's important, you get speech therapy has a different cost in revenue component associated with PT and LT are a little bit more similar. Secondarily, there will be a non-therapy SY category and a nursing category. So I'll never go to your question about who benefits and who doesn't.

One of the problems if you go back to work for without it didn't provide an appropriate incentive on the nursing side and even though they brought down therapy revenues, most the operators look it into it is not enough incentive for us and the nursing side will take that rate increase and there is - and we still like the therapy margins we're going to pursue that.

So it's all of function of whether they balance it better now and provide the right incentives. Operators always, always follow the money.

So the operators that have been focusing even if you allow that focuses has been on rehab should have should have no problem experience their clinical capabilities to provide more complex nursing medical care whether it's pulmonary, dialysis whatever the case may be. And we see that with a number of our operators.

And I think in our portfolio that our operator get that, some of them are already doing the first complex medical stuff because there are at States where the state Medicaid system actually supports that kind of strategy. And so I actually not concerned about our portfolio. I think similarly with the CCP portfolio. Their skill is actually really good.

Their problem is really their overall occupancy. I am just noting that on an aggregate basis, it's obviously different between operators. So losers in this are going to be the more traditional normal parts, the traditional long term care model and that's a big chunk in the industry.

And that should provide some opportunities for other operators who want to grow and can buy assets with a lot of upside potential because they essentially been under managed.

And now, you are making something we still think there's a lot to stability in the long term - traditional long term care model and the Medicaid model and I would say a couple of things to that.

One, it's market specific so the major metro markets, I do not think that's a good model in any of the metro markets and I think that is going to continue to decline there. In the smaller markets the more secondary in rural markets where there's less competition or less facilities in that ten mile radius.

I think those models can exist for a longer period of time. Then they are stable because it typically have lot of way to say, higher occupancy, lower labor costs.

However, even there are you have to be careful because well it's different on state-to-state basis on the aggregate basis the average Medicaid increases across the 50 states, no percent ever said in the half, your cost more than that. So you just got declining returns there.

And that's why I've always emphasis you know our focus on skilled mix, our focus on acquiring operating list, that really had to deliver high. So that's - maybe answer than you are looking for but I wanted to give an overview of light view of the changes..

Okay, that's actually very helpful. Then the other one is on about the CCP portfolio again, the reported but didn't really provide the supplemental, so it's kind hard to kind of say what's happening with the coverage in across the portfolio.

Is that something that you can discuss with us or not?.

So there are couple of things that I can say, one is we are going to having discussion with them about putting addition information because I think either one of us want to think that what markets believe that because they didn't put a supplemental that implied any deterioration in coverage, because that is not the case.

So if you their rent coverage, from their previous earnings announcement in the supplemental, things did not deteriorate. So that had nothing to do with not issuing the supplemental other than there the acquired target and more often they are not as you know limited information comes out on the acquired target.

So when we make a decision, we put out the supplemental just to reassure everybody that there was no deterioration of for that and we will have that discussion with them. But at the end of the day it will be their decision. But I can say to all of view at certainty that not putting out does not indicate their deteriorations, that's not the case..

Okay, that's helpful color. Thank you, sir..

Yeah..

Moving on, we'll take the next question from Eric Fleming from SunTrust..

Hey Rick.

On the $500 million pipeline, does that reflect any of the 100 plus million in development opportunities coming online later this year?.

No..

No, so that - the additional would be on top of that?.

Correct..

Okay.

And then just on the pipeline general going from 500 million plus to 1 billion, it sounds like the senior housing opportunity didn't change, is there anything, obviously skilled opportunities seems like there is expediential skilled opportunity but what about the senior housing pipeline?.

Yeah, I mean the senior housing pipeline has been really busy, it's just that it's more sort of bread and butter size where on the skilled nursing side which is happened to seeing a couple of pretty sizable portfolios.

And I think indicative of a trend I think in the cases that we are looking at there is specific events relative to the principals in those companies that have triggered a desire to sell as opposed to it's bit of anything happening business-wide or sector-wide that support hand some new trend.

So it's just you know coincidental if you will that we got a couple of big portfolios in there. So the senior housing pipeline has been fine, it's been steady stream of deals coming in, it's just more bread and butter size. So I guess outside by those two senior housing has large portfolios..

Okay.

And just one final one on Genesis, you've previously indicated, you are willing to sell down to zero, kind of where does that stand now?.

That has not changed..

Okay, thanks a lot..

Sort of key point there is we want to manage our FFO growth on year-over-year basis. So in terms of how quickly we can more on that ones, we finalize how to be existing 35 to they have already been discussed. We want to make sure that we have kind of enough growth in the bag if you will.

So we won't have any dilution earnings and actual hub net growth as we pursue sales with the Genesis facilities.

And so the way sort of think about that too is to the extend we do more skilled nursing deals in the short run and get need to be obviously operative of our choice where you really like their business strategy relative high cure, you like their skill, then you really just selling out these exposure with Genesis for exposure with operators of our choice.

You know maybe there are timing issues there but so to the extend some of those deals in Genesis covered this rollout, we got a spike in skilled nursing coverage at Genesis as the additional Genesis sales are consummated then that's skilled coverage will come down..

Thanks..

Yeah..

[Operator Instructions] Moving on, we'll take our next question from Todd Stender from Wells Fargo..

Hey Todd..

Hey, good morning, guys.

Can we - still a little more detail of what went into the decision to convert the Canadian portfolio to right here, maybe talk about what the motivation for this operator was and maybe any fundamental upside that you see?.

Yeah, so a couple of comments, one traditionally Canada that's had a due deals, it was a little bit different initially with us because they virtually acquired us from you know we were going to transition that portfolio to a large senior housing operative in the U.S.

We wanted to start having a presence in Canada and so they had a more traditional triple net kind of bind track, because they were commencing the States. As we were spending more time in the portfolio, we started believing that we were really going to be better half with an operator who is in Canada. We'd like to growth there.

I mean that really knows and understands those markets. We're getting a little bit concerned about the ability of the operator that we had initially intended to do the deal with to as quickly enough as we would like to be in Canada and provide additional growth opportunities.

So Sienna is the operator that will be taking this portfolio for us and they are publically health company in Canada. And we know that a lot of folks on the call know that and everybody thinks really highly of them. They are very good operator. They execute really well. They are - they had another good earnings quarter.

They do long term care at both senior housing although we will not be doing long term care, but we will be probably take senior housing.

So as we've spent some time with them, we really thought it was going to be us to have one of the top operators in Canada with highly respected as they are operating our portfolio, wanting to growth and wanting to have a capital partner they can grow with. So the upside opportunity going forward was meaningful in terms of how we thought about it.

Secondarily, even though it's a management agreement, it's still around our portfolio. So we don't have strategy or goal, we don't want to come - for idea, nothing has changed more. We've said that is we will do it where it makes sense for both parties, it will never be material that part of our strategy to get heavily invested in and by their deal.

So it will be very sort of field specific and operator specific but you shouldn't look at that as an indicator where we want to go. Most of my life was in operations, I don't need to be doing again..

How about operating upside occupancy or rate, any context about what the upside is?.

They are all the above..

Okay. And then I think one of the biggest questions we get is just to give a sense to shifting gears about how deep the buyer pool for Genesis assets is, so maybe can you characterize the folks that you are speaking to, who is in the market for stuff, I think you mentioned maybe was yesterday just selling it a 9 cap.

Maybe just talk about how deep the pool the buyers is just for Genesis type stuff?.

Yeah. It's the really deep pool. I mean one of the questions we get is not only is how these pools for Genesis buyers that other than that buyers out there to observe the Genesis assets the sold and living assets, the kindred assets.

And so one, it's not that any assets when you think about in the context of 50 states and 15,000 field nursing facilities on our market specific spaces is actually not that to observe our market facility. So that's the first comment.

The second comment is, there is a - I said there is four, there is huge disconnect between the private market and the public market you know. Unfortunately the [indiscernible] needs that very public data storage whether it's Genesis or all the stuff with care life of six years. And it reported good quarter. They are really good operators.

They had a few weak good before that. But you've got very few statutory in the data storage you have has not been very good. And so understandably you know you sort of extrapolate from that to have things to go in generally. But the private market is different.

The private markets are operators that are underground, that have been in the business forever that current have companies they operate. And to pick up from a therapist is undermanaged facilities in a particular market when they already have the infrastructure in place. That's the straight pool through to their bottom line.

And plus obviously they think there is upside. And once they apply those facilities because it's every part of a small portfolio instead in case of Genesis part of the company that's on 500 buildings and it's just owning so much you can focus on any given time. And the - so in some case those operators have a capital resources to acquire themselves.

In other cases, they have finance source that they have been working with for a while, some cases it's tough, some case not. We are also seeing they are showing big interest in skilled nursing. And so you sell that deal. And there's been and there is a lot of interest on a part of others as well.

So that's sort of new twist what we have been traditionally seen in the private market for the skilled nursing assets, so that's just makes it even better in terms of having more opportunities.

So we look at selling Genesis' assets, so we think about remaining Genesis' assets, there are number of opportunities available as you can sell them to a bunch of different operators in pieces or potentially maybe you can sell to bigger chunks to buyers that are involving JVs with some of the recap there, so just a lot of opportunity, a lot of competition.

I think one of the reasons that we haven't seen cap rate expansion on field side with all the assets that are can sale just because there is so much competition for those assets. We have a lot to anyone asset that we put on the market with a lot of competition for that one asset.

So I would expect that to be the same because when you think about operators in the ground doing the business, they love the business. There may be some pressures now and again but over - and I have - as you know I have operated pretty much every kind of top tier asset there is.

So one of the commonalities over the past 40 years has been skilled nurse and it's still been remarkably stable asset class. And that's really have the parties on the ground look at it and that's why this been so much hunger for more asset..

Thank you, Rick..

Yeah..

Moving on, we'll take a follow-up from Richard Anderson from Mizuho Securities..

Thanks. Sorry to keep it going but so much fun..

You can help yourself right?.

So I was looking back at the transcript from the fourth quarter with the CCP and one of the things that they mentioned actually in response to question of mine was that the 12 or so master leases that were below one EBITDA coverage would or 50% of that in dollar value would be above one by this time you know three months later.

I am curious if that timeline is consistent with way you are thinking, so in other words you are going to get maybe some sort of rent adjustment from you guys you know committing to that but whatever - you know some of event plus just the natural recovery and of themselves from these 12 master leases, is that still the line of thinking and if so, what's the time line to the recovery, because doesn't look like it's now like they indicated last quarter?.

So we've never tilted on any sort of natural organic recovery, but we did are now than we decided to this merger. So that was never part of it. If that were to occur you know obviously that would be great.

But I think the couple of things are going to happen from our perspective, one, as I mentioned yesterday, we were at all the specific map, we want to qualitatively understand on the operators better and we'll start spending time with them.

So sooner the later and what that mean by qualitative is because we have operating backgrounds here, it's really understand what their business plans are, see what kind of feedback we can give as long as business plans are creating value that we can add there or asset management operators still be spending time with them as well.

We want to get a better understanding on those operators in the CCP portfolio that do have other sources of revenue that give us a comfort level on coverage with actual facility based coverage and just their ability to give you the check every month.

So that's the kind of thing that we need to look at, so we can have a better qualitative assessment of whether we think that they are going in the right direction and our conclusions based on that analysis will determine the course of action that we take with those tenants..

Okay, fair enough.

And so you said a big chunk of that is a single operator, so single operator is running a bunch of these master leases, is that right, because there were 12 master leases?.

Hang on one second..

I think that's right Rich. I think a lot of those - I think that one single tenant has multiple master leases..

Okay, alright, thanks very much..

Moving on, we'll take our next question from Jonathan Hughes from Raymond James..

Hey guys, thanks for taking my question.

Just one, Rick, you just mentioned earlier that cap rates have been moved higher due to capital chasing the space, but in the release this morning from CCP, they just disclosed they sold 250 million of sniff at about a 9.5 cap, seems like that indicates they moved up a little, can you just score that with your earlier comment, maybe explain the difference of those assets?.

Yeah, so I don't know those assets well enough to know why they went in 9.5 cap. Prior to that announcement, we haven't seen really a change. So I don't know if that is indicative of a change or it's specific to those assets. I would tell you that I mean we just singed a live for 20 Genesis assets at 9 cap, so that was consistent.

What we are seeing and know the activity in terms of its bidding process around the other four team that we are still and are in process of finalizing are higher than 9 cap. So I just don't have enough information. And there hasn't been enough time just to better understand that.

But we're not seeing that for Genesis, so I don't know if that's specific to that portfolio or maybe this is the beginning of some cap rate expansion..

Yeah, I would just add to that Jonathan, that portfolio that we singed to LOI for there were multiple bidders in that same price range. So it wasn't - it was indicative above that's where the market seems to be..

Yeah, that's really - that's an important comment. So in this whole process with Genesis, it's actually have been very little differential in pricing between all the bids. It's really been a function of who we start really have the ability to close. You know we are kind of reflects to the documents, those kinds of issues oppose to pricing.

But pricing is going to really tie..

Okay, alright, that's it from me. Thanks guys..

And at this time, I would like to turn the conference back over Rick for any additional or closing comments..

Thank you. Just a couple of things. One, we are doing a Non-Deal Roadshow in Boston in New York next week, so we hope to seeing some of you there may be in June. The other comment I would make is when it comes to - there has been so much focus on some of the underperforming assets within the CCP portfolio, so I say two things.

One, the majority of that portfolio is really well and have got really operators. And so in terms of the underperforming assets, we like to challenge dealing with that.

I feel that's my whole carrier fills on dealing with that whether it's been turnarounds or the bankruptcies are done, we've had some challenges here as we growing slower that we've dealt with expeditiously with positive outcomes and so that's on upside for us here.

And as we said and really the risk of standing well defensive because I don't want to be - there is so many positive attributes for this deal. And we've got so much living rooms here to address these issues and still have the deal that's really nicely accretive.

On top of all the other benefit and some of which we've already been realized you know when you look at the press release yesterday from S&P and Fitch. So we are looking forward to. We are excited about it and we are excited that we have a management team over CCP that's just fantastically cooperative on working with us and transparent with us.

It's a very friendly great relationship. So we'll be available for additional calls. Please feel free, I know guys aren't shy. We look forward to chatting with you and seeing on the road. Thanks very much for you time today..

And again that will conclude today's conference. We thank you for your participation..