Good day, ladies and gentlemen, and welcome to the HCP Conference Call. My name is Emily and I will be your coordinator today. At this time, all participants are in a listen-only mode. Please note this event is being recorded. Now, I'd like to turn the presentation over to your host for today's conference call, John Lu, Executive Vice President.

You may go ahead, sir..

Thank you, operator. Today's conference call will contain certain forward-looking statements, including those about our guidance and the financial position and operations of our tenants. These statements are made as of today's date and reflect our good faith, beliefs, and best judgment based on current information.

These statements are subject to the risks, uncertainties and assumptions that are described in our press releases and SEC filings, including our annual report on Form 10-K for the year ended 2015. Forward-looking statements are not guarantees of future performance.

Actual results and financial condition may differ materially from those indicated in these forward-looking statements. Future events could render the forward-looking statements untrue and the company expressly disclaims any obligation to update earlier statements as a result of new information.

Additionally, certain non-GAAP financial measures will be discussed on this call. We have provided reconciliations of these measures to the most comparable GAAP measures in our supplemental information package and earnings release, both of which have been furnished to the SEC today, and are available on our website at www.hcpi.com.

Also during the call, we will discuss certain operating metrics including occupancy, cash flow coverage and same-property performance. These metrics and other related terms are defined in our supplemental information package. I would now turn the call over to our CEO, Lauralee Martin..

Thank you, John, and welcome to HCP's 2016 first quarter earning conference call. Joining me this morning are Mike McKee, who we announced this morning has been elected Executive Chairman; Tim Schoen, Chief Financial Officer; Justin Hutchens, Chief Investment Officer; and John Lu, EVP of Corporate Finance and Investments. We have a lot to cover today.

First, let me highlight some additions and changes to our leadership team. First, as I mentioned, Mike McKee has been elected Executive Chairman of the company. Mike has been one of our longest tenured board members and has served as Non-Executive Chairman of the Board since 2013.

He is the former Vice Chairman and CEO of The Irvine Company, and recently had been CEO of Bentall Kennedy, a leading real estate investment manager. Mike and I have worked closely together since I became CEO and I look forward to working even more closely with him in his new role at this important point in the company's history.

I'm also pleased to announce the promotion of Justin Hutchens to Chief Investment Officer. Justin continues to be an increasingly valuable contributor to our strategy and execution. In addition, we announced Kai Hsiao, former CEO of Holiday Retirement, has joined HCP as EVP – Senior Housing Asset Management.

As most of you know, after a decade of outstanding service to HCP, Tim Schoen has accepted a new position as President of BioMed Realty. This will be his last earnings call with us as our CFO. We sincerely thank him for – all the best in his new opportunity.

I am also pleased to report that recruitment process for Tim's replacement is well underway and we hope to have definitive news soon. Today, we are announcing a major step in addressing issues related to our HCR ManorCare portfolio investment and want to describe in some detail what impact that step will have on HCP going forward.

And, of course, we will address our quarterly results and update you on other important initiatives. Before we begin, please go to the Investor Relations section of our website where we've posted a presentation which we will refer to during our remarks. Let me turn the call over to Mike to begin our discussion of the spin-off transaction..

Thank you, Lauralee. I want to start by expressing my gratitude to Lauralee, our board, our executive team, and the stellar group of financial and legal advisors who have been working exceptionally hard in preparation for today and the days to come.

Since its inception, I have been a big believer in HCP, and more than any time in our history, I believe the best days for this company are ahead. For a number of months now, our team has conducted a comprehensive review of all of our available options regarding our HCR ManorCare portfolio concentration.

As part of that process, we also have engaged Carlyle and HCR ManorCare leadership in our discussions. As we reviewed our options, we landed on two key goals as we endeavored to maximize value to our shareholders.

First, we believe, as fiduciaries, we are stewards of the inherent value existing in our HCR ManorCare holdings and we need to preserve and realize as much of that value as possible. And second, we need to eliminate the overhang that exists from the current challenges facing HCR ManorCare, so that the rest of our business can flourish.

As we focused on those goals and reviewed our options, for many reasons it became clear to the board that the best pathway forward was to pursue a spin-off transaction. We do not see the spin as an end in itself, but as a means to an end. So let me run through the logic briefly, which we've outlined on slides one and two of the presentation.

With a long-term perspective, we believe there is significant value embedded in our HCR portfolio that is presently not being recognized by the market. We are long-term believers in the post-acute and skilled space.

Just several weeks ago, the Federal government announced a proposed increase in rates per care in this space and highlighted the essential services that are provided in the continuum of care by post-acute and SNF facilities.

As we explored our options for addressing HCR ManorCare's challenges, it was apparent to us that HCP is not the optimal investment vehicle to maximize the value in our HCR ManorCare real estate.

In comparison, SpinCo as a standalone business, focused on its post-acute and Senior Housing Assets with a dedicated management team will be able to employ a wider range of strategies with optionality to manage, sell, or transition assets as desired providing an attractive investment alternative for investors.

So the Spin transaction results in the creation of two separate business platforms, each with a more strategic focus, strong management teams, a distinct business strategy and investment profile, and an appropriate capital structure to support each companies' independent objectives.

Before I turn it over to Lauralee to give you more details on the spin and the impact it will have on HCP post-spin, let me highlight two important points. First, we are very pleased to announce that Mark Ordan is joining our team to play a critical role in executing the spin.

Mark has joined us as a Senior Advisor as we prepare for the spin and will become CEO of SpinCo upon execution. Many of you know Mark from his days as CEO of Sunrise Senior Living and more recently as Chairman of WP Glimcher, among other significant roles.

In identifying and realizing the embedded value locked in HCR ManorCare, we believe we have the best, the most experienced leader available to take on this assignment. And lastly, I would note that like any spin, we expect SpinCo to be successful.

But moreover, we look forward to returning HCP to a healthy, competitive and growing capital provider in the evolving world of healthcare. So now, let me turn it back to Lauralee to give you some more background..

access to capital, consolidation and collaboration among research companies, and a streamlined FDA process which has resulted in an increase in the number of drug approvals. Looking ahead, our recent leasing success and strong tenant demand will continue to result in accelerated organic growth.

In addition to The Cove development project underway, we have ample development capacity in coastal, land-constrained markets in San Francisco and San Diego where we can expand and build an additional 2.6 million square feet of product. Next, Medical Office.

Our $3.6 billion Medical Office portfolio also delivered a solid quarter with 3.3% same-store growth. Demand for medical office space has increased significantly over the past several years, and our strong retention rates have helped keep our medical office portfolio occupancy consistently above 90% for 10 consecutive quarters.

Our leasing momentum continued in the first quarter with more than half of this year's lease expirations already addressed or in negotiations. We have one of the largest medical office platforms in the country with over 17 million square feet led by Tom Klaritch who has run this portfolio for 17 years.

Medical Office is a relationship-centered business. We have relationships with over 200 hospitals and health systems; 95% of our buildings are affiliated with a health system and 83% are located on campus with a hospital. Our goal is to be affiliated with the top one or two hospital systems in each market.

In addition, we currently have four on-campus properties under construction and we've seen interest from various health systems to add additional on-campus space. These development projects were off-market transactions, the result of our relationship with the affiliated hospital system.

Looking at sector fundamentals, Medical Office is a stable asset class with a positive outlook for demand. Finally, our Senior Housing portfolio is led by Kendall Young, who has been with HCP for six years.

We have a $9.6 billion portfolio of primarily private pay senior housing communities, geographically diversified across the United States and the UK. We are partnered with leading operators such as Brookdale and Sunrise in the U.S. and (17:56) in the UK and we continue to expand our portfolio with both existing and new relationships.

Given the sector's fundamentals, catering to an aging demographic, Senior Housing will continue to be a core focus for HCP, as evidenced by the $1.7 billion of investments we have made in this space since the beginning of 2015. Now, I'll turn the call over to Justin to discuss our Senior Housing transactions and performance..

Thank you, Lauralee. I'll start by offering a very welcome to Kai Hsiao. I've known Kai for a number of years. As Lauralee mentioned earlier, he has joined us as the EVP of Senior Housing Asset Management. Kai brings a wealth of operating experience to our team.

He has spent the past seven years with Holiday Retirement corporation, the nation's largest operator of independent living communities, including three years as the company's CEO. He made significant contributions leading the company's to return to market leadership by boosting occupancy and margin.

Kai will oversee the performance management of our portfolio with an emphasis on value creation through business analytics, market analysis, financial oversight and asset repositioning. He's literally been in the shoes of our customers and will be a perfect complement to the HCP brand promise of Building Healthy Partnerships.

I'm confident that Kai's operating expertise combined with the investment savvy of Kendall Young, our EVP of Senior Housing investments will accelerate our Senior Housing platform for success. Now, I'll discuss transactions demonstrating diversification of our operators.

During the quarter, we acquired a portfolio of five private pay communities and one skilled nursing facility for $95 million. All the communities were developed within the past two years and are triple-net leased.

We entered into definitive agreements to acquire a portfolio of seven private pay assisted-living communities for $190 million with an expectation to close in the second half of the year. The portfolio will be managed by Senior Lifestyle Corporation in a RIDEA joint venture.

With these two transactions, we are adding five new relationships with two national operators and three regional operators. We have also agreed to the sale of half of our 80% ownership interest in our Brookdale RIDEA II joint venture portfolio to a fund operated by Columbia Pacific Advisors. We expect this transaction to close during the year.

This transaction results in reduced Brookdale concentration as well as the addition of a well-capitalized joint venture partner with significant industry knowledge and future co-investment opportunities. Moving on to our portfolio performance. Our entire triple-net portfolio has an EBITDARM coverage of 1.27 and EBITDAR coverage of 1.07.

Relative to Brookdale, we are in advance discussions with them regarding up to 25 non-strategic communities which we intend to sell or transfer to other operators. We expect the lease coverage in 2016 to improve upon removing these communities. It's important to emphasize that all of our leases are backed by Brookdale's corporate guarantee.

Our operating portfolio continues to perform well with solid sequential gains in occupancy and NOI. Our same-store operating portfolio recorded a very strong first quarter with year-over-year growth of 9.2% driven by improved occupancy, rate, and expense management.

Occupancy has improved the last three consecutive quarters and the Q1 annual rate increase was the strongest we've seen in several years. We remain actively engaged with all of our operators through our active asset management platform, continuously reviewing local market dynamics, operating trends, and the physical condition of our portfolio.

Our strategic capital expenditures set us apart as a capital partner and distinguishes our communities to the residents as a high quality product at an attractive price point.

Our operating portfolio is concentrated in markets with strong demographics and population growth higher than both the industry and our peer group averages for the 75-plus cohort in total population. Only 6% of our portfolio is located within the top 10 MSAs for new construction and at a local level we continue to perform well.

We have positioned our portfolio with appropriate affordability to residents in our local markets, which has resulted in strong growth and prospects for future growth despite increased supply for the broader MSAs. With that, I'll hand the call over to Tim to talk about our financial results and updated guidance..

Thank you, Justin. Let me start with our first quarter results. For the quarter we reported NAREIT FFO of $0.68 per share, which includes $0.01 per share of transaction-related costs in connection with our investment activities. Excluding transaction-related costs, we reported FFO as adjusted of $0.69 per share and FAD of $0.66 per share.

Both metrics are lower than prior year, primarily impacted by items that we have previously announced relating to HCR ManorCare, specifically the lease amendment that took effect on April 1 last year, and the 33 asset sales that we have closed to-date reduced both FFO and FAD by $0.03 per share.

FFO was further reduced by $0.08 per share from placing the HCR lease on cash basis beginning on January 1 this year. First quarter same-store cash NOI performance declined 50 basis points compared to the prior year, reflecting the HCR ManorCare lease amendment in April 2015.

Excluding the HCR ManorCare portfolio, we achieved solid same-store cash NOI growth of 3.2% from our higher growth private pay segments of Senior Housing, Life Science and Medical Office, representing 75% of our portfolio led by a 9.6% increase in Life Science and 9.2% increase in RIDEA. Moving on to capital recycling and balance sheet.

We have announced $1.3 billion of capital recycling and refinancing activities for 2016, which will be used to permanently fund our year-to-date acquisitions and reduce future debt maturities, including $740 million of expected proceeds from the anticipated RIDEA II joint venture transaction that Justin just discussed, from selling a 40% stake in the venture and financing with third-party debt.

In addition, we received $90 million from the sales of a non-core life science asset and medical office building in April.

And we previously announced we expect $310 million from the first tranche of Genentech's purchase option on our life science campus in South San Francisco, which is expected to close in November; and $130 million from the sale of HCR ManorCare's non-strategic assets during the year, inclusive of $62 million from assets sold during the first quarter.

In total, we still anticipate proceeds of $350 million after selling the remaining assets. Our financial leverage increased 50 basis points to 45.5% and net debt-to-adjusted-EBITDA increased to 6.2 times at quarter-end as we temporarily financed our first quarter acquisitions on our revolver.

After paying down debt using the proceeds from our committed sales transactions just discussed, we expect these metrics to improve. Further, we ended the quarter with $1.3 billion of liquidity. Finally, our increased 2016 guidance.

The 2016 guidance updated today represents our performance expectations for our entire HCP portfolio and does not reflect the spin transaction announced this morning. Our guidance does reflect the impact of the RIDEA II transaction and our announced investment in capital recycling activities.

With that said, the portfolio continues to perform well and combined with our recent acquisition activity, we are raising guidance and expect HCP's full year 2016 NAREIT FFO to range from $2.76 to $2.82 per share. Excluding transaction-related items, we expect FFOs adjusted to range from $2.77 to $2.83 per share.

And we are raising our FAD guidance to range between $2.65 and $2.71 per share.

We are reaffirming our same-store cash NOI growth forecast of 1.5% to 2.5% and we are projecting the majority 75% of our portfolio from the private pay Senior Housing, Life Science and Medical Office segments to increase between 2.3% and 3.3% when you exclude HCR ManorCare. Let me close by expressing my gratitude to the HCP team.

I've worked alongside many of you in a variety of roles and feel fortunate to have been part of a talented industry-leading group of professionals that grew and expanded the HCP portfolio over the past decade. So let me end by simply saying thank you, and turn the call back over to Lauralee for her concluding remarks..

Thank you, Tim. So looking at slide eight. The bottom line is, we believe that spin-off is the right move at the right time for both HCP and HCR. We are proud of our high-quality diversified healthcare portfolio.

We differentiate ourselves in the market with our Building Healthy Partnerships approach executed by seasoned sector leaders and investment teams with operating experience and knowledge. We further confirmed this differentiation with our announcement of Kai Hsiao joining our team.

Pro forma HCP has an investment grade balance sheet with significant liquidity supported by a higher-quality portfolio income from a stable private pay income stream.

We are eliminating exposure to an industry with reimbursement models in transition, while our shareholders have the opportunity to realize substantial upside potential in SpinCo as an investment vehicle to optimize the long-term solution for the HCR ManorCare assets.

By capitalizing on the difference in cost of capital between HCP's and SpinCo's respective healthcare sectors, HCP will be better positioned to deliver consistent returns while accelerating our internal and external growth profile.

In summary, HCP's approach of Building Healthy Partnerships, combined with an improved cost of capital, will lead to accretive investment growth. With that, I'll now ask the operator to open the line for questions..

Thank you. Our first question is from Vikram Malhotra of Morgan Stanley. Please go ahead..

Thank you. Congrats guys on getting the – all the transactions and I'm sure it's been very hectic. And, Tim, congrats on a great stint here; we'll miss you..

Thank you..

Just – so quickly just first on the SpinCo, I was just looking through it, it sort of – I think you highlighted that SpinCo will be structured as a REIT initially.

Does that mean you may look at some alternative structures or there may be other structures down the road?.

What we've tried to, and I think we've done it very well is give spin all the tools to realize the value that's embedded in the HCR portfolio. So contrary to HCP, it was a committed blue chip REIT. They have choices. And they can use those choices.

So they are a REIT, but it doesn't prohibit them from making other choices as they think about what they want to do to maximize that value..

Okay.

And then the – just a reminder, the assets that are – those 50 assets, that sale will be completed prior to the spin?.

It is. It's going to happen in the second half of this year and I would expect that it should mostly get done if not – very shortly thereafter..

Okay.

And then just on the Brookdale transaction, the – can you give us some sense of what the cap – what that represents in terms of the cap rate?.

Sure. This is Justin. On a trailing basis it's about a 6.5% cap..

Okay, 6.5%. And then just last one on Senior – just on Senior Housing. I believe there is a small amount of NOI, I think it's 0.5% coming, which I don't think it's Brookdale, but it's – the lease is up for renewal this year and I think it's around one-times covered.

Can you just give us any thoughts on what you do with that lease?.

Sure. That is a portfolio that's leased to Atria and we're still in discussions in terms of next steps for those properties..

Okay. Thanks guys..

Our next question is from Nick Yulico of UBS. Please go ahead..

Thanks. I was hoping to get some more financial details on the spin particularly with the debt that SpinCo is going to raise, what level, what amount, what type of rate, G&A for SpinCo, and then also what we can think about as a dividend..

Okay. Well, there's a number of questions in there, so let me take the first one. As we have in the deck that we've presented to you, we'll be raising plus or minus about $2.75 billion of proceeds, of which $740 million is RIDEA II, as we think about HCP after.

But if I go to that $2 billion and think about spin, what we've been told by advisors is that there is debt out there in the marketplace that definitely can be achieved at about a 5 times leverage at market-level rents. And so what we've assumed is we can get proceeds on that basis.

And the additional amount that gets to the $2 billion will be asset sales that HCP will do, that will then focus us on about 6.5 times leverage. Relative to dividend, I'm going to answer that both HCP and spin, until the spin happens, our current dividend policy will continue.

Post-spin, obviously, the dividend policy for spin will be set by the board of that company. But if I think about HCP post-spin, going back to our investment thesis, will be a very high-quality private pay portfolio, definitely focused on having a very strong investment grade balance sheet.

And I expect that we will have a dividend policy that is focused on total shareholder return, which means growth in the company and growth in our dividend. And I think you had one more question that I might have lost. There was three in there..

No. I guess for all of these details, I mean, do you expect to be putting these out in a little bit more precise way over the next couple months, so we can figure out how to....

Very good question. There will be a Form 10 that will come out in about a month which will define all of this, the investment thesis of spin and all those level of details. So we've announced that transaction. That Form 10 is in process, and then you'll have a lot more information..

Okay.

And then turning to the spin, you talked about that you engaged Carlyle and HCR in discussions, but did you get approval from HCR ManorCare to do the spin? Do you need to get approval? And then maybe you could talk about what other approvals you might need, regulatory approvals at the state level or otherwise for the spin to happen?.

Yeah. This is Mike McKee. When we mentioned conversations with HCR ManorCare and Carlyle, that's an ongoing process. We do that routinely and have for a long time. They're aware of the plans we have announced today. But we do not need their permission. We don't need state regulatory approval. There are some SEC filings.

But frankly, the mechanics are pretty routine. And we don't expect any barriers to executing the spin in a timeframe of about three months to four months. So it is a very clean transaction from that perspective and we'll be working on it with Mark or Dan in the weeks to come..

Okay. I think Ross has a follow-up question..

Yeah. Good morning, everyone. Mike, I guess this question is for you. When I read the press release and I see your three main areas of responsibility being strategic growth, leadership development, and completing the spin-off; normally, those are responsibilities that I would think of as being aligned with the Chief Executive Officer of the company.

So maybe my question is what's the message that the investment community should be receiving here that these primary responsibilities are going to an Executive Chairman role and not to Lauralee?.

Well, I think if you – the way I'd answer your question is, if you look – if you step back a little, you'll see that our management team has gone through a significant transition certainly over the last couple of years, and really importantly, even in the last some months. We have a new CEO for the last several years. More closely, we have a new CIO.

We have a new General Counsel. We are well on our way to – in our search for a new CFO. We've announced my addition as an Executive Chair. We've announced today Kai Hsiao coming in in his capacity.

When you look at that team that has been assembled, one thing I would note is that four of these leaders have been CEOs of very notable organizations before they came together here as a team.

And even on our P&L leadership front, I think you've heard in the past we're very proud that Tom Klaritch, Jon Bergschneider, and Kendall Young are very well-known in their respective sectors. This team that's been assembled and transitioned has pretty impeccable real estate, healthcare, operating company, finance, and investment credentials.

And the board is very confident in the ability to – of this team to work closely together and very well together which is very important to us. My role is – I see it as complementary. Lauralee and I have worked very closely together over the couple of years that she has been here.

As you know, she stepped into quite a set of issues and has had her hands full. I think that when we looked at this role, we noted that there is a lot going on on many fronts. And we have a new team coalescing. We've got a number of strategic initiatives, one of which we announced today.

We've got a 75% of our business that we think can stand up to and maybe, in our personal view, is as good as any healthcare portfolio in the world and we want to grow that. So there is a lot to do around here. There's a lot that's been happening. And I just see my role as complementary to working with this team.

In terms of leadership development, let me just spend a second on that. It's our desire to, as a best practice, develop the leadership that we have and that's just not at the top level but layers down. The board would very much like to have a successor or two for every key position we have in the company.

We're not a big head count-type company, so to be able to do that will take time and emphasis. And we think that there are some tools that we can apply which will take some top talent and bring them up to new levels of leadership. So I'll be spending some time on that as well. So we see all of these as complementary.

I think if you look at the dynamic nature of all the things that are going on in our business, we want to have the resources to address things real-time on multiple fronts and we think some of these changes are going to allow that..

Appreciate the thoughts. Thank you..

Our next question is from Juan Sanabria of Bank of America. Please go ahead. And your line is live, perhaps it's muted on your end..

Sorry, I apologize. I just wanted to follow-up on Nick's question on the leverage at SpinCo.

Did you say you're looking to raise about $2 billion of debt at SpinCo or I'm not sure if there was a material amount of potential other non-core dispositions that would get you to that sum that you've highlighted in your presentation as far as capital coming back to HCP?.

No, I did not say there would be $2 billion at SpinCo. That's the amount of capital in addition to the RIDEA. We target to have HCP be at the right level. The amount of debt at SpinCo, we expect to be at about a five times leverage ratio on market level rents at SpinCo.

That's a number that we've validated through our advisors, that they feel is achievable in the marketplace just given yield and risk reward..

So that would be based on potentially a rent cut figure? And is that 5 times the net debt-to-EBITDA number?.

Yes, yes. And that's how we told they would underwrite it. It doesn't mean there is any change in the EBITDA, but that's how they would underwrite it..

Okay.

And then on G&A, so how much incremental G&A are the two entities post-spin? How much extra G&A are we talking? How many dis-synergies?.

I would think – say it's immaterial. And those details will come out when we do the Form 10..

And how about for pro forma HCP; is G&A going to go down? I know you've added Kai and are you net-losing G&A and that you're presumably going to have some head count go with SpinCo? How should we think about pro forma HCP, where the details won't be in a Form 10?.

See, there will be services that we will contract SpinCo out of HCP. But I think it's premature to have much more than that at this time. Again, we think it's not material and we expect sort of the similar run rate ratio..

And just a big strategic question.

Was there a contemplation to a strategic review of HCP as a whole not just ManorCare?.

This is Mike McKee again. Over the last three months or four months – we told you on the last earnings call that we were going to look at all of our options and we have run a process that has done that.

We've had a number of meetings at the board level, many more at the management team level, we've been advised by some very experienced financial and legal advisors, and we went through a comprehensive process and looked at all of our alternatives. A number of those alternatives remain open with SpinCo.

And as we tried to emphasize today, we think that that vehicle is a much more flexible vehicle to open up a full menu of options that aren't as easily accommodated at HCP. So we look forward to executing the spin and then having Mark or Dan and his team continue to keep open avenues that go after that value.

So I can assure you that there have been hundreds of hours of analysis, discussion, pros and cons. Obviously, some of that stays in the boardroom, but I can certainly assure you it's been quite comprehensive..

Great. And just a last quick question from me.

What's the pro forma exposure to Brookdale of HCP? And could you just remind us – I think you talked about a second leg of Brookdale dispositions; what the quantum there is and views on valuation for those assets?.

Sure. This is Justin. Post-spin, the concentration will be about a third. And we were – I should mention that we find it to be a double-edged sword to some degree because we think Brookdale is on solid footing, new management, fresh approach.

Certainly, our operating portfolio has seen really good results, but we're mindful of concentrations and capital recycling. So the RIDEA II transaction, I mentioned, presented opportunity for us. Meanwhile, we're in regular discussions with Brookdale in terms of how to unlock value within our triple-net portfolio.

I mentioned 25 assets, the valuation relative to those assets hasn't really been determined. I can tell you our intention is to either sell assets, or in the event that those non-core assets for Brookdale are in fact a core asset for a regional operator, we may place those with a new operator. The intent is to be cash flow neutral.

There'll be a little bit of pickup due to some of the performance of the assets. And so we're actually expecting a slight improvement in our cash flow coverage about 1 and 1.5 times as a result of the transaction. But a lot of the details are still being discussed. And we'll have more down the road as that materializes..

Thanks. Good luck..

Our next question is from Smedes Rose of Citi. Please go ahead..

Hi. Thanks. I just wanted to know are there any changes to your EBITDA outlook for ManorCare versus what you've provided in the fourth quarter..

No, no. Actually ManorCare sequentially had an improvement in the first quarter and that performance still stays in the guidance that we gave you last quarter..

And when you set the market level rents at the new SpinCo, what sort of coverage ratios do you think are market level now for SNF portfolios?.

Yeah. This is Justin. There is ranges we've actually spoken to in the past and you can get this tied as – about a – maybe blend it to 1.3 over an 8. And depending on the specific asset, you may go a little higher coverage, higher yield; in certain markets, in certain higher-quality assets, you might be on the lower end of that number..

Okay. Thank you..

Remember that SpinCo will have both the post-acute/skilled asset which ManorCare is in the marketplace known as having very high-quality real estate, as well as the Arden Court memory care which is the private pay senior housing asset..

Okay. Thank you..

Our next question is from Kevin Tyler of Green Street Advisors. Please go ahead..

Yeah. Good morning. Mike, just a quick follow-up on Ross' question.

Post-spin, do you plan to move to a less active role or are you planning to be involved with day-to-day activities for the longer-term at this point?.

Well, I'm signed up for – my longer-term might not be your longer term, but it's not a short-term assignment, let me put it that way. I think that we've got – we're very excited after a couple of years of almost an obsession with HCR ManorCare to get into – back to the growth profile we used to over our 30-plus years.

So we don't really have a time horizon. I'm not going to be day-to-day managing the company, that's Lauralee and the team's job. But I am going to be active in my role focused on in the near term certainly helping Mark or Dan and the team execute SpinCo. But we've got a lot of other things to do. And so I'm sure that'll keep me relatively busy..

Okay. Thanks. And then in the deck, you mentioned a wide range of strategies available to be pursued by SpinCo.

Can you just elaborate a little bit further on those? And then maybe how quickly we should expect them to play out? And is there a range of expectations? You mentioned the rent cut, is there a range of expectations that's been discussed? How should we think about quantifying that? And then, lastly, on the ManorCare piece, is there any update as it relates to the DOJ?.

Let me take the last one, because it's real quick. No change, really nothing to update you on. I think it's early to discuss what's going to happen at SpinCo. What we have done is give SpinCo all the tools to optimize what they can do. I don't think we need to remind you that a REIT is limited to ownership of less than 10%.

We've done certain things in terms of the structure that SpinCo can do in terms of positioning the assets on their valuation. So the structure spin really does not foreclose out any options, it's just way too early to have that play through..

I also think there's a recognition that absent some divine intervention, this is a process that's likely to take some time. And it's not just related to HCR ManorCare, but the whole space of post-acute and SNFs, as you well know, is in a challenged period of time.

As we said in our prepared remarks, we think that over the long term, this is a necessary area, one that the government will support and one that will be even more important long term in the continuum of care as there is an emphasis of moving patients who can't go home out of hospitals and into this kind of care.

But right now, the issues facing the industry are complex and many, and we can't predict at this time how long it will take for the industry to stabilize. And we have been rather patient at HCP, in my opinion, about trying to see if there is some recovery on the horizon; but right now, we can't predict when that is.

So one of the motivations in moving to the spin was the recognition that if you can't predict that and you have an overhang on the 75% of the business which we think is pretty terrific, the spin just makes a lot of sense to us to not only to give more flexibility around options, but also to recognize this is likely to take some time..

Okay. Thanks for the added color. And then just one last one and kind of a nitpicker on the deck, but you mentioned that HCP could provide seller financing at market terms for a limited period of time to the SpinCo.

I guess I was just wondering, is there an order of magnitude that that could go up to? Is it free rein? Or how are you thinking about that part of a potential arrangement?.

Well, overall, we are going to keep the leverage and the balance sheet at SpinCo conservative. So don't assume there's going to be a significant amount of debt placed on us in seller financing.

Also, if we do provide seller financing, it's because we think it is the right thing for HCP Prime to do so and that it would be a good interim investment for us as this plays through.

So again, that's still to be determined, flexibility around it, but all of the financing structures at both HCP and SpinCo are to have balance sheets that support the investment theses of both companies..

Okay. Thanks Lauralee..

Our next question is from Chad Vanacore of Stifel. Please go ahead..

Good morning all..

Hello. Good morning..

Hi..

Good morning..

So just thinking about the SpinCo ManorCare, are there any expected changes to ManorCare lease terms post-spin, that could be on maturities, rent, escalators or any other material items?.

We're not – that will really be a determination of spin. We're not anticipating anything at this time..

Okay. And then – I mean, do you expect any changes to rent or rent coverage on that portfolio pro forma for the spin and dispositions? I know right now you say you're expecting rent coverage to be 1.06 to 1.16..

You know, Spin is going to have its own management team, its own board. They are going to be laser-focused on, at the outset, being the landlord here. I think that, with due respect, SpinCo won't probably be in existence for a few months now and they'll have to respond to facts on the ground.

We don't know, and it's hard to predict what's happening, and it's very dynamic. So I think it wouldn't be helpful, frankly, to try to look out a little bit and wonder what happened.

We know what's happened in the last quarter or two, we know that the basic – as Lauralee said a little bit ago, they're moving forward, and we assume that will continue, but we're not in a position as landlord to really have visibility of that. So I think it's hard to predict..

All right.

Then implied by the statement that you've levered it up commensurate with what a market would bear, what would you estimate the difference between current rents and market level rents are right now?.

I think Justin addressed it when he talked about coverage. So I think that would really be the math and you can do it your own way. But market generally looks at coverage levels. And I think that's the way the underwriters will look at it when they put their debt on it..

All right. But, Lauralee, right now, I mean, we're looking at just a little over 1 times rent coverage, yeah, and you say five times what a market level rent would be. And that implies that market level rents are below where they are now.

Would that be appropriate to think about?.

That is how the debt underwriters will underwrite it, that's correct..

Okay.

And then what does a contemplated capital structure look like for SpinCo? Is it secured debt? Is it unsecured? Is it to be determined?.

It's to be determined. But again, we would look for the best financing to make SpinCo and their investment thesis successful..

All right. And then you mentioned in the press release about a tax implication. I know this quarter it looks like you have $49 million of income tax associated with a gain on disposals.

What kind of taxable event should we expect post-SpinCo?.

Chad, that's – the $53 million that we talked about, that's a potential tax liability. The actual amount will be dependent on how the transaction takes place. But from a federal perspective, we've cleared through a holding period and the tax liability that's associated with the HCR ManorCare assets is really at a state level.

But the ultimate exposure will be dependent on the transaction that gets executed, but it wouldn't be any larger than $49 million..

All right.

And then are there any updates on the ManorCare potential DOJ settlement?.

No..

All right. One last question from me.

What do you think the market is not getting right about this ManorCare portfolio as part of HCP that you think will be recognized as stand-alone entity?.

Well, that's really I think an interesting question. We think SpinCo is going to be a very interesting company actually. Often spins are motivated by a desire to separate off assets that are a drag on the overall business, and certainly that's the case here.

But having said that, as mentioned earlier, many still consider HCR ManorCare as a leader in this space based on their quality of care and clinical capabilities and the quality of the real estate. So there's a lot for Mark or Dan to work with here.

And we believe in a dedicated vehicle, he'll be able to better translate to the market the potential in the platform. There's been a lot of focus on it, not just through us but more generally in the space. But we think the dedicated vehicle will allow more transparency to the extent we have it.

Again, as a landlord, you're somewhat limited; you're not the operator.

But nevertheless, we think that with his background in healthcare, in real estate, as CEO of several spins or turnarounds and a successful track record, that he's uniquely positioned to both translate to the market but also find the path of different alternatives that unlock the most value..

I might add one thing to that in terms of value at HCP. I think one of the things that's very difficult for the marketplace to look at is, is really the value of the 75% of our business.

Because while that is an overhang, it means that we don't have the growth dynamics that we would have with a cleaner cost of capital and a clearer vision by the marketplace of what we can do with that portfolio.

So there is a way to optimize the SpinCo, but it gives a very clear path of what HCP is and the potential of the portfolio, the growth dynamics and what the management team can do with that..

All right. That's it for me. Thanks..

Our next question is from Michael Carroll of RBC. Please go ahead..

Thanks.

Can you guys talk a little bit about the sequential improvement that HCR ManorCare was able to achieve? What drove the occupancy improvement? Is that sustainable?.

There was a seasonally higher census improvement. They're coming off of a particularly bad Q4, so they actually had about a 20% increase, up about $21 million in Q1. Flu season was soft, but it was also a little late this year. So performance is relatively stable..

And then can you kind of describe why fourth quarter was so weak, and is it possible for, I guess, the second half performance that we saw in 2015 to reoccur in the future?.

This is a business that's clearly seasonal. And quite frankly, we were surprised by Q4, because typically the fourth quarter in skilled nursing industry is strong. We would have expected it to lift over Q3, it didn't happen. We're pleased to see the Q1 performance.

There is usually a softness in the summer months and then it picks up again in the later part of the year. We can't predict that now. Certainly, had a little surprise even in the second half of last year, but thus far things look stable..

Okay, great. And then, Lauralee, can you talk a little bit about HCP's new leverage goals.

I think you target 6.5, is that 6.5 just until the spin occurs, and then you want to get back closer to HCP's longer-term goals that they have set? Or do you plan on running with a little bit higher leverage?.

No , our long-term goal is to get down to the 6 times. What we have in the 6.5 is what we see a very defined plan that we can guide you to, both with proceeds from spin and with asset sales and relatively frictionless payoff of high coupon debt. And so that gets us to the 6.5 times, but our long-term goal is to get down to 6 times, if now below..

Okay, great.

And then, sorry if I missed this earlier, but did you guys mentioned why the same-store forecast for the triple-net senior housing portfolio has dropped? I mean, are you expecting amendments there or is this really it's failed?.

In the same-store, there is a rent cut that was given – that was associated with the transaction we did a couple of years ago with Brookdale where they extinguished the purchase option. So it was about a $7 million hit to our triple-net income due to that rent cut..

And that wasn't contemplated in the guidance that was given in the fourth quarter?.

Yeah. I think you're referencing the slight downtick, Mike. It's actually a little weaker performance in the first quarter from Sunrise..

Okay. But it looks the RIDEA growth was picked up higher.

Is there a change to the triple-net leases then?.

Let me just address that RIDEA part. Absolutely, performance is solid there. Same-store was up about 9% and then the overall portfolio had really strong double-digit growth over prior quarter sequentially. So we feel great about the operating portfolio performance. We have not adjusted any guidance relative to our RIDEA operating portfolio at this time.

It's early in the year, as I mentioned, skilled nursing fees and also the senior housing. Obviously, we want to see the year play out a bit more and then we'll consider making adjustments to our expectations in terms of our operating portfolio growth.

However, at this point in time, it looks like we've come out towards the top end of our range in terms of expectations there..

Okay, great. Thank you..

Our next question is from Andrew Rosivach of Goldman Sachs. Please go ahead..

Hey. Good morning, Tim. I'm curious, I'm guessing as part of this process you've seen the performance of previous spins and you own HCP now and you also own SpinCo and CCP had a tough run; WPG, where Mr.

Ordan work had a tough run as well, what are kind of the lessons learned and why you think the spin can do better?.

This is Mike McKee. We've looked at a lot of spins, some have done well, some not so well, you've referenced a couple.

I guess what I would focus on here is that a number of spins are spinning off assets that are not well received in the marketplace really for reasons that aren't related to some of the reasons that we're dealing with post-acute and SNF here. In one case, it was B-malls; in another case it might be lesser-quality facilities.

We really are dealing here with an industry leader and you can talk about the industry being in some stress. But I don't think anybody would say that this is bad real estate or that the kind of quality of care that's going on here isn't top quality. So there's a lot to work with here. In its purest form, it is a workout type of situation.

But I would say that in some of the brainstorming we've done, there are lots of options out in the marketplace, because the whole space is in transition and trying to cope with many of the same problems. So we think that there is a wide array of strategies that could be considered once it's in a dedicated vehicle.

So I think the basic answer – in my prior life we had a open-end fund that was consistently in the third quartile on performance, we did a look, and we were way over-weighted to suburban office for historical reasons. We completely flipped that and got out of it and now have top performance, top quartile performance.

I think when Simon did their spin, they were looking at the B-malls. B-malls are in a tough space right now. So I don't think you can kind of correlate one asset class to another. I think you've got to look at the dynamics of each one on their merits and I think we believe that there's a lot to work with here..

Now, I hear you. I just felt like this is – like SNFs are becoming kind of analogous to being the B-malls of healthcare, if you will.

You guys have done a spin, Ventas has done spin; just to take the analogy, did you explore it all, if there was a private market that was willing to own these assets? And are you doing a spin as a result of being unable to execute a sale?.

Well, first I'd say that the demographics of healthcare and post-acute is a lot different than B-malls. So I'd just point that out. In terms of sales, there's a number of overhangs here that are temporary to a degree. DOJ is one of them. So I think in terms of sales, you have to look at the inherent value and it's a matter of timing.

We've already been in the market with 50 properties. I think we've got 37 or 38 that have been sold. So we're pretty well aware of pricing and what's available out there. And anything that'll be done on, in terms of more asset sales will have to be done over time.

It's not going to – a number of people in the market have looked to us and we agree with the advise that we need to do something pretty specific. And today, we're announcing something pretty specific. But as I said earlier, it's going to take time on a number of fronts to kind of work with this portfolio and maximize its value.

So that's the rationale for putting it in a dedicated vehicle..

Thanks for that. And really, the speed around it,. I think a lot of us are trying to like do the quarter-end and the spin at the same time. It looks like your interest income dropped a lot quarter-to-quarter specifically on the senior housing investment.

What was that?.

On a quarter-over-quarter basis, Andrew, we had some one-time gains last year relative to our senior housing development loan program..

Right..

And that didn't replicate itself this quarter, so that's really what the flux is..

Got it. I'll yield. Thanks a lot guys..

Thanks..

The next question is from Tayo Okusanya of Jefferies. Please go ahead..

Hi. Good morning, everyone. First of all, I just want to say congratulations to Tim. You definitely will be missed.

Then question wise, I think I just wanted to go back to the question of – it's been asked one or two times, but I feel like we've been dancing around it a little bit, this idea of – with ManorCare, what exactly as an independent REIT or SpinCo, what will SpinCo be able to do, that could not be done under HCP? Just kind of – to an extent, HCP provide a diversification, HCP provide a lower cost of capital.

What can SpinCo really do to maximize shareholder value that just could not be done under the HCP platform?.

Well, if we think about the investment thesis saying that this is an entity that is able to respond to and weather the changes in the industry coming from reimbursement, what we've done is not only put the assets in at capital structure that will be conservative that it can work with that, but if we think about the limitations of the REIT, we can only own 10%.

We're putting our 10% ownership into SpinCo. We're also putting our DRO into SpinCo, which the marketplace has not valued, yet it has a great deal of value when you think about trades and so forth to the operating company.

And with a flexibility that it can do different things as it thinks about what it wants to do with the lease in place to make trades or not and optimize what it has. And we've also given it the capability to have a basis in the assets, which we did not have before that it can do more things with the assets in terms of selling them et cetera.

So there's just a lot of tools, but in HCP our shareholders expect consistency. And that's very hard to deliver when there is an unknown expectation. The investment thesis of SpinCo is you might expect some unexpected, but if those things happen, it's probably because value was created.

So it's just a different investment thesis that is better optimized outside of HCP. And that's what we feel we need to do for the shareholders..

But along those lines if SpinCo is going to be a REIT, I would think, again the average REIT shareholder wants stability of cash flow, that's why we – the REIT that can generate consistent earnings is the one that trades at a higher multiple.

Like why would I want to own SpinCo if there's going to be all these uncertainty and all these variability right off the bat? Like I'm just a little confused about the value I get from SpinCo as an investor..

Well, I think that – again, to add a little bit, Lauralee hit on it; as a REIT and as a diversified REIT with the kind of credit rating and so forth that we have – we are generally a passive investor. We cannot own more than 9.9% of the equity. If some of these facilities down the road need to be operated, we can't be an operator.

There are a number of things that might occur, we don't know which path we will ultimately go down. But SpinCo can – I think it was referred to earlier, we will set it up as a REIT, it will be a REIT, it doesn't have to stay a REIT. HCP is going to be a REIT, period in the paragraph.

So when you start to kind of go down the options that we – I told you we spent a lot of time thinking about numerous options, a number of them were foreclosed because of the vehicle HCP that the assets are held in. SpinCo won't be so restricted..

Okay..

I'd just add to that. In terms of the variability, when we did the valuation last quarter and established a new carrying value of the asset to a market level lease rate and coverage, there was a reduction in our carrying value. In the case of Spin, I would expect that they're probably going to likely start out.

The market will give them what they think the value is. It was an impairment on our side; in their case, it will be just the reality from the start..

And I'd say one other thing, we're really – SpinCo is very interesting to us. We're excited about Mark or Dan and what he can bring to that vehicle. But as we said earlier and I don't think we should move away from it, this is about HCP.

When you look at what Simon did for example, people say, well, that spin was lackluster after a while, but it did a hell of a lot for Simon Property. So we expect that HCP is going to have a very strong growth profile and some of the relationships we have that we want to exploit are going to be at our front door now.

So I think although we're spending a lot of time and should today about SpinCo, we need to really be excited about what's going to happen with HCP..

Okay. Fair enough.

Is this a tax-free spin-off to HCP?.

No. This doesn't qualify as a tax-free under the code. However, I'm going to take it in two pieces. For our shareholders, effectively the net effect is it will operate like a tax-free return of capital. And then, equally important for HCP, we do not expect that we will recognize any taxable income at the corporate REIT level.

So net-net, this is an optimum structure..

Got it. Okay. And then, just one more, if you may indulge me. In the new guidance you did mention your cash same-store NOI, your RIDEA numbers for cash same-store NOI go up, but the numbers for the overall Senior Housing portfolio came down.

Could you talk a little bit about what you're expecting on the triple-net side then?.

Yeah, the triple-net came down for a couple of reasons. One is – primarily it's related to the rent cut that Brookdale received. It was agreed to a couple of years ago as part of that transaction where we extinguished the purchase options..

Okay..

About $7 million reduction. So that was an impact on the triple-net side. And then as you noted, we're off to a strong start on the operating portfolio..

Okay. I'll yield the floor. Thank you..

The next question is from Todd Stender of Wells Fargo. Please go ahead..

Hi. Thanks. I'm not sure if I missed this.

But what is the amount of the dividend that SpinCo will pay HCP? Has that been determined yet?.

What we've talked about is that there will be debt proceeds raised at SpinCo that will come back to HCP, but that's not a dividend. Dividend policies will be – their dividend policy will be set by their board, but that'll be to their shareholders..

It'll be more of a distribution..

Right..

Okay.

But money back to HCP, is that not the case?.

Well, that's the distribution back to us..

There will be a distribution back to HCP. I think the exact amount we'll announce as we get closer into spin, because it depends on just market conditions at the time. So I don't think we should give you a number now. But that will come out as we get closer to the time of executing the spin..

Okay.

And how about – what about the 61 HCR ManorCare, the senior housing properties that are largely memory care, what happens to those?.

They will be in the SpinCo at this time..

Okay. And then just – I guess what happens to the HCP dividend rate on the common? You guys have had a long-standing history of being a dividend achiever.

How does this transaction affect the current rate?.

Again, as I said earlier, our current dividend policy will stay in place until the spin is completed. And then post-spin, we will be looking at what is the right capital structure dividend et cetera. But our focus is on total shareholder return; in that it's growth for our shareholders which includes a dividend growth.

So at this point in time, that that dividend policy – that would be the policy, but a dividend has not yet been set..

Okay. And then just finally, Justin, you talked about the Brookdale concentration certainly going to decline with the sale of the RIDEA portion. But you mentioned additional facilities you might either switch out the operator or sell. Where does that Brookdale concentration ultimately go to? I wonder if you could talk about a target maybe..

I'm glad you asked that because I wanted to make another statement regarding the RIDEA II transaction. The beauty of it is that we remain an owner in all 49 assets, we like the relationship, we like the assets, we like the markets, and that we're enjoying a strong performance over the past couple of quarters, and we'll continue to do so.

As an owner, we're just going to own less of it and we're doing the transaction with a joint venture partner that we can grow with over time. And perhaps in time, we might be interested in buying the assets back. We wouldn't rule that out.

So it was a way to address concentration, address recycling, but still maintaining a relationship that we have a lot of confidence in and that will be an ongoing dialog we'll have with investors, because, as I said, we're probably going to be about down to – a third of our portfolio will be Brookdale post-spin.

Certainly, to Mike's point and Lauralee's point, we will grow again that's our intent and that will help diversification. And I gave some examples earlier of some transactions that are bringing new operators to our company; we anticipate more of that.

And then, in regards to the triple-net discussions, there's been 25 non-core assets identified so far with Brookdale. There'll be more discussions with Brookdale. We have a great, very fluid dialog with them and we're in continuous and constant discussions about how to create value with that portfolio.

So there may be ways to reduce even more concentration with the triple-net, but I think the overriding message here is that we like the relationship..

Thanks Justin..

Our next question is from Jordan Sadler of KeyBanc Capital. Please go ahead..

Good morning, everyone. This is Jeff Gaston here for Jordan. So a few questions for you.

You mentioned earlier that the spin-off plan targets mid 6 times debt-to-EBITDA, is that day one after the spin-off?.

We've talked about 6.5 times at HCP Prime, the main company. And again what we have is a plan that with the spin proceeds coming back – the debt of the spin with the proceeds coming back to HCP with the RIDEA sale that we just talked about and identified asset sales in addition to that that we would get to that 6.5 times.

So that is what we're definitely targeting as we move through the spin process and get that completed..

Okay. Thank you.

And then – so if you guys are going to be at 6.5 times, what's your strategy for growth going to be? How do you plan on financing it post-spin?.

Our financing plans are 60/40 as we look at new investments. We're very committed to being at a lower leverage and we'll move to do that as soon as possible. But we think that we can be competitive at that level and be definitely a growth company in the marketplace..

Thank you.

And then with the exit from the SNF portfolio, does that kind of – does that kill your 5x5 strategy? Are you moving to a 5x4? How are you thinking about that longer term?.

Well, we haven't had a 5x5 strategy for a while, but what we're very focused on is our three asset classes that are 95% private pay, our Senior Housing, our Medical Office portfolio and our Life Science. We think these are high-quality portfolios that give us a lot of growth. We primarily focus on owning real estate in terms of structure.

There is times when we do debt, but it's to get to the ownership of real estate. We think that's what REITs are supposed to do as an investment thesis.

So our plan which we laid out, I think, pretty clearly both in the investor deck and hopefully in my comments it came through is that we're going to be in the premier part of the healthcare sector and we think that offers significant opportunities for growth and returns for our shareholders..

Okay. Thanks.

And then with the SpinCo being at roughly five times leverage, I guess, could you speak to whether you think it will be a growth vehicle or is it going to be focused primarily on being a workout vehicle?.

Well, I mentioned earlier, it's an interesting question, but I think the initial focus will be on the relationship with ManorCare and we'll be trying to move the assets – not move them, but work with ManorCare if possible to get to a good result.

And in that sense, there is a workout focus to it, because the initial focus is the fact that we don't think, respectfully, the market is crediting as much value as is there. And we need to try and find a way to unlock that, to use the word we've used quite a bit today, and that will be the primary focus from the get-go.

I think we also said earlier that it's a space that is very dynamic at this point. So there may be other options available to SpinCo, because it sits in a pretty interesting position within that space. But those are things that really Mark or Dan will be focused on.

And I don't think he wants to enter this assignment with a pre-judgment about what is the optimal path forward..

Okay. Thanks. And then just to clarify, earlier I think Justin mentioned market level coverage was 1.3 times.

Was that EBITDAR or EBITDARM?.

That's EBITDAR..

Okay. Thank you. And then final question.

Are you guys able to share what the current leverage at ManorCare is on a net debt-to-EBITDA basis?.

Not on a net-debt-to-EBITDA basis. I mean, the only other debt they have is about a – the only other debt they have at the OpCo is about $380 million, $390 million of term debt. That capital structure has been in place for some time, Jeff..

Right. Right. Okay. Thanks a lot, guys. That's all I have this morning..

Thanks..

The next question is from Michael Mueller of JPMorgan. Please go ahead..

Yeah. Hi. Just a couple of quick ones. First, is it correct that when the Form 10 comes out, if there is a rent reduction, that's not going to show up in there.

That's going to be something we'll find out about down the road, is that correct?.

The Form 10 will outline the investment thesis and what investors should expect in SpinCo. So again, premature to talk about anything in terms of restructuring..

Right. I think your assumption is correct, the Form 10 won't really address that. Again, there'll be – Mark will be doing road shows and all of that as we get closer to execution. We're three months or four months out. And those are things that are best addressed when we're really on top of execution, because the market will tell us where we are..

Okay.

And then for the $2.75 billion of, I guess, capital being effectively raised, I mean, how should we think about the use – first of all, is all that – should we think of that being raised at the time of the spin-off, so all that capital be in, RIDEA II will be done, that debt will be placed, so you'll have that $2.75 billion? And then what's sort of the timeframe to deploy that? Because I know the deck talks about repaying maturities through 2018? Do you plan on accelerating prepayments or sitting on cash or how should we think about that?.

Yeah. The plan is that we would accelerate prepayments. As I pointed out, that debt is a pretty high coupon, blended it's 6.4%. But we've got parts of it that are 6.7%, 6.8%, so it's a good optimum time to pay that off. And then beyond that, it would be determined on what we do in terms of growth going forward, et cetera.

So the goal is to be at a 6.5 times leverage or less at the completion of the spin..

Got it. Okay. Thank you..

Our next question is from Rich Anderson of Mizuho Securities. Please go ahead..

Thanks and good morning. So, Mike, just kind of step back, kind of look at the big picture, investors – in HCP leverage goes up at least for now, G&A as a percentage of revenue goes up, you probably have a dividend cut to normalize the situation. And then on SpinCo, you could convert it into a non-REIT; that's not good for REIT investors.

You could have and probably will have another rent cut. And then you have the DOJ overhang. So a lot of unknowns, right, that are still out there.

While I appreciate you wanting to kind of get to this and resolve it and move forward in a decisive manner, did you give any thought to holding off and waiting till you had a little bit more information to share with investors, so that they can make a little bit more of an educated decision on what to do in the here and now? Just curious why did you decide to do this now when we don't have a whole lot of information?.

Well, I think if you look at a number of spin transactions, what we're doing here in terms of timing of announcement is pretty standard. We've got a lot of work to do to execute. We wanted to get leadership in place. We wanted that known to the market.

And if we felt that, as I said earlier, that within the next month or two or three that facts on the ground would change dramatically, we may have come with a different story today, but we don't see that happening. So we felt that it was the best course to announce a direction.

We think we've got the right plan, the right people in place, that it opens up optionality and, more importantly, we think that it puts HCP on the right course to really be a very, very competitive force in this market. So we want to exploit some of those relationships that we built.

Where we've had some handcuffs on us, we want to take the handcuffs off. So that's why we're announcing this. And even though it'll take a little time, what we're telling you a good bit about HCP, how you evaluate SpinCo will happen over the next couple of months and it'll be iterative.

But we thought it was really the right course to go ahead and announce it..

I think just worried a little bit about a false positive reaction here, because we don't know. There's so much that people – investors are going to get this stub company and they don't really know what they're getting. And then, maybe I can try to help with a little bit of that.

And if you back into a rent coverage, I think it was Justin or Tim that mentioned 1.3 times EBITDAR is the market and you start with a 0.85 times EBITDAR coverage that you reported today. That gets you from call it $460 million of annualized revenue to maybe something like $300 million in SpinCo.

So then, you get to a 1.3 times $300 million and I'm trying to think is that about $1 billion worth of debt that we could see SpinCo execute on, is that a fair way? Is my path reasonable there?.

Well, Rich, I think you're already building your model which I'm sure you're going to do, but again, going back to – we've positioned SpinCo to be successful with these assets, which I think is incredibly important, because today we can't do that within HCP.

And we've also positioned HCP to be highly successful with the balance sheet that we're going to have. So, again....

I don't mean to interrupt, because I don't want to delay, but I know it's a long call, but – now I'm now looking at five times EBITDAR – or sorry five times revenue would be about $1.5 billion in debt.

I'm just wondering if that remaining $2 billion of raise that you're thinking about at the HCP, is it fair about $1.5 billion-ish type number would come from SpinCo and the rest from asset sales..

I don't think you're out of the realm of possibility, so....

Okay. Thank you. And then, if I could just ask maybe a question to Tim, and by the way, Tim, good luck to you. I hope (01:36:34) in the future. But there was a restructuring payment of $55 million from Brookdale. I think that that slows or starts to wane in the third quarter of this year.

Is that correct? And if so, how do should that show up in the P&L?.

It does start to wane this year, and as you said, it was in the next couple of years, but it will only affect FAD..

Okay..

And that's in our guidance, Rich, today, so....

Okay. And finally, maybe one more bigger picture question on the deal.

What is the chance that something else can happen between now and spin-off? I mean, do the parties have – or do you, HCP, have the flexibility to continue to kind of seek out other options whether it's some type of sale of one or both of the entities or anything like that? To what degree can you still engage other parties to modify the deal as currently communicated?.

I think that our intentions have been announced today. We're going to pursue this vigorously, but at the same time, we're not going to foreclose any discussions. We're not limited in that respect. So, if things on the ground change, we don't have signed agreements, we're not ready to execute.

I don't want to put too much of a point on that, but I think just to be candid to your question, this is an intention, it's a strong intention. It's a direction that we're going to pursue and we'll see how the facts changes as the weeks go on..

Okay. Thank you very much. I appreciate it..

Yeah..

Our next question is from John Kim of BMO Capital Markets. Please go ahead..

Good morning. Thank you. You spoke about evaluating Ventas' spin-off last year. So in comparing your announcement with theirs, they had basic items like NOI, FFO and dividend announced at the presentation. It sounds like yours is reliant on SpinCo's board, which hasn't been formed yet.

So can you just provide some idea of timing of when these basic parameters will be announced?.

Yeah, the Form 10 will be coming in about a month's time and that will carry a lot more, if not, most of the details of your questions..

Okay.

I thought you answered to previous question that the rent cut would not be discussed in the Form 10?.

The options that SpinCo takes, they have tools, but there was no indication that a rent cut or anything would be in the Form 10..

We haven't had any discussions about a rent cut at this point and we have no indication that a rent cut will be required prior to the formation of SpinCo or even thereafter. So I think those are facts on the ground that we don't have right now.

I think when you start to compare to other spins, especially, if you take the Ventas spin, they own their assets, they operated their assets. There's a lot more you can plan and do when you have full information. We have certain information, but not quite as much maybe as they had and we're in a different situation here..

Okay.

So SpinCo will come out as is and any changes going forward will be post spin?.

Yes. Based on what we know today, that's correct..

Okay.

Have you given an estimate as far as the merger-related costs that end up being quite high for Ventas? And do you have an estimate of that and who's going to be paying for it?.

We have not given that yet. I think you should expect that it will be by advisor fees and then we will have debt prepayment costs that will be also part of the transaction. And those will all come out as we have the Form 10..

And who's going to be paying for it?.

It'd be HCP..

Okay. Mark....

Others than the financing costs at SpinCo..

Mark Ordan employment contract, how long is that for?.

We have an agreement in principle, but that'll also be announced in the Form 10..

Okay. And then if I could just transition to the Brookdale joint venture sale. Can you just walk us through how you value the platform today versus your original costs? I know it came through multiple transactions..

Yeah. Actually when Brookdale entered the joint venture with HCP it was about a 6.5 times cap. The performance has been choppy since then until recently because there was an integration and there was a distraction due to that.

But we've enjoyed some improved performance, but when you look at the cap rate, it lines up pretty much exactly at about 6.5 times cap..

Got it. Okay. Thank you..

This concludes....

I've been – I was going to say I've been advised by the operator, we've cleared the questions. So let me just wrap and close the call. We position SpinCo as an investment vehicle to optimize the long-term solution for the ManorCare assets for the best of our shareholders.

And we position HCP for growth and consistent returns from our high quality portfolio and investment grade balance sheet. And we look forward to your questions, which I'm sure there will be many and we will be available to you all day to answer those. Thank you very much for a lot of time this morning and we appreciate your support..

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect..