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EARNINGS CALL TRANSCRIPT
EARNINGS CALL TRANSCRIPT 2015 - Q2
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Executives

Charles Lambert – Managing Director Edward Aldag – Chairman, President and Chief Executive Officer Steven Hamner – Executive Vice President and Chief Financial Officer.

Analysts

Jordan Sadler – KeyBanc Capital Markets Mike Carroll – RBC Capital Markets Tayo Okusanya – Jefferies Juan Sanabria – Bank of America Merrill Lynch Mike Mueller – JPMorgan.

Operator

Good day, ladies and gentlemen and welcome to the Q2 2015 Medical Properties Trust Earnings Conference Call. My name is Britney and I will be your operator for today. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session.

[Operator Instructions] As a reminder, this call is being recorded for replay purposes. I would now like to turn the conference over to your host for today Mr. Charles Lambert. Please proceed..

Charles Lambert Vice President, Treasurer & MD of Capital Markets

Good morning. Welcome to the Medical Properties Trust conference call to discuss our second quarter 2015 financial results. With me today are Edward K. Aldag, Jr., Chairman, President and Chief Executive Officer of the company and Steven Hamner, Executive Vice President and Chief Financial Officer.

Our press release was distributed this morning and furnished on Form 8-K with the Securities and Exchange Commission. If you did not receive a copy, it is available on our website at www.medicalpropertiestrust.com in the Investor Relations section. Additionally, we are hosting a live webcast of today’s call, which you can access in that same section.

During the course of this call, we will make projections and certain other statements that may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our financial results and future events to differ materially from those expressed in or underlying such forward-looking statements.

We refer you to the company’s reports filed with the Securities and Exchange Commission for a discussion of the factors that could cause the company’s actual results or future events to differ materially from those expressed in this call.

The information being provided today is as of this date only and except as required by Federal Securities laws, the company does not undertake a duty to update any such information.

In addition, during the course of the conference call we will describe certain non-GAAP financial measures, which should be considered in addition to, and not in lieu of, comparable GAAP financial measures.

Please note that in our press release, Medical Properties Trust has reconciled all non-GAAP financial measures to the most directly comparable GAAP measures in accordance with Reg G requirements. You can also refer to our website, again at www.medicalpropertiestrust.com for the most directly comparable financial measures and related reconciliations.

I will now turn the call over to our Chief Executive Officer, Ed Aldag..

Edward Aldag Founder, Chairman, President & Chief Executive Officer

Thank you, Charles. Good morning everyone and thank you for listening in on today’s earnings call. This summer has been a very successful summer for MPT. Since the last earnings call, we've announced almost $1.1 billion in acquisitions, bringing our total investments year-to-date to $1.5 billion.

This already exceeds the record-setting total we acquired in 2014. We expect the second half of 2015 to continue to add significantly to this number. With the results announced this quarter, we continue to provide double digit growth in our normalized FFO per share.

Our total assets today are approaching $6 billion and our diversification is better than ever. Let me start this morning with the announcement we made concerning Capella Healthcare. We first used the structure when we along with management purchased Ernest Health in 2012. This has proved to be a truly successful partnership.

We're delighted to be able to use essentially the same structure to purchase Capella Healthcare with the existing management team. We've signed definitive agreements and expect the transaction to close in the second half of 2015.

As the genesis of our company over 12 years ago, our business model has always been to use our hospital operating knowledge to obtain not just real estate returns, but in certain circumstances operating returns as well.

We accomplished that with our very first investment with Vibra Healthcare even before RIDEA was available and our investments in Ernest Health and our investments in numerous other smaller transactions.

With this release, we announced at MPT has executed definitive documents to acquire $600 million of acute-care real estate interest and invest approximately an additional $300 million in support of a management led refinancing of Capella's operations. Even with this transaction our RIDEA type investments represent only 7% of our assets.

Just like with Ernest Health, we are not utilizing a third-party equity investor. MPT is providing the capital for this comprehensive refinancing of Capella and will continue to have a significant stake in the operations of the business.

Among the many highlights of this transaction, real estate investments in seven acute care hospitals producing top-tier industry margins and patient outcomes. Each facility is the number one or number two player in its respective market. The total portfolio generates a current EBITDAR coverage of 2.3 to 2.4 times trailing 12 months.

If you prefer to look at it using EBITDAR coverage, the coverage jumps to 2.9 to 3 times. We expect to continue to see good improvement on the same-store coverage for these facilities for the next few years. With the completion of this transaction our diversification levels will make tremendous improvements across the board.

Operator, single largest tenant now down to 18%; 15% at MEDIAN RHM are not merged, Geography increases US-based assets to almost 80% and no single state representing more than 24%.

Property-type, 75% of the US assets are now acute care, single property down to 2% of our portfolio, which is you all know we think is the most critical metric, provides immediate accretion to MPT FFO of $0.04 per share, not including the additional accretion we believe we will get from our partial ownership in operations.

A built-in pipeline for future acquisitions provides an opportunity for MPT to continue to grow its strong asset base of acute care hospitals. The investment is made in an attractive 7.8 times trailing EBITDAR. Our portfolio now includes four of the top 10 largest investor owned acute-care hospital operators in the US.

69% of our pro forma lease maturities are 2025 or beyond, adding even more stability to our business. This transaction is an execution of the business plan that was created when MPT was formed. We had been and expect to continue to lease the financing source of choice to leading hospital operators.

Capella management’s decision to partner with MPT is a further validation of our experience and expertise in the structuring and executing of these types transactions.

We continue to be a leader in our space through innovative transactions and our early expansions to Western Europe while not straining from the investment thesis that has produced fantastic risk-adjusted returns for our stakeholders.

Obviously, today's report has been dominated by Capella, which is appropriate giving a scale in our belief and the quality of the investment. However, I want to make sure that our announcement regarding a strategic relationship with AXA Real Estate Investment Management does not get overlooked.

As many of you know AXA is one of the largest financial services firms in the world. AXA Real Estate brings country level expertise that can be coupled with MPT's expertise in hospital.

As part of the actual relationship, we are announcing two investments today; the first is in Spain for an acute care hospital with approximately 200 beds, leased to one of Spain's leading operators, this will be a 30 year lease.

The second is in Northern Italy for a portfolio of seven acute care hospitals with approximately 800 beds and one outpatient clinic. These hospitals will be leased to one of Italy's largest private hospital operators for 24 years under a master lease type structure with one six-year extension.

In both cases MPT will own 50% of the JV and funds affiliated with or managed by AXA Real Estate will own the other half. Our investment in Italy will be approximately €90 million and in Spain it will be approximately €21.4 million. We’re excited that a firm like AXA would seek to work with MPT.

And while there are no limitations created by these arrangements, we are all very hopeful that this is the beginning of a growing and long-lived partnership with AXA.

Subsequent to closing, which is subject to completion of definitive documentation and customary conditions, we will share with you more detail about these very high quality facilities and their operators. This is a continuation of our prudent steps to invest in the attractive regions of Western Europe.

We have been a leader in this trend and expect that to continue in the near future. We continue to see growth in the Ernest Health portfolio.

We added two facilities this past quarter; one through an acquisition of an existing facility housing both in LTAC and in IRF for $44 million in Lubbock, Texas; and another one is a development facility to be operated as an IRF by Ernest in Toledo, Ohio for $20 million.

This brings the total number of Ernest facilities to 26, 10 more than our original purchase with them. Steve will update you more on the details, but we’ve completed most of the loan to sell leaseback conversions for MEDIAN. We expect the remaining five facilities to convert during the remainder of the year.

You probably noticed that we included the same-store EBITDAR rent coverage in our supplemental informational Page 12. This page gives you detailed information on coverage for our main property types both on a year-over-year and a quarter-over-quarter basis. We also break out the number of properties and investment amount for different stratification.

We hope this information will provide you with a better detailed picture of just how well our portfolio is performing. Generally speaking, the coverages were essentially flat at 4.6 times for the acute-care; 1.9 times for the LTACs and 2.8 times for the IRFs.

Earlier in this presentation, I discussed the potential for a built-in pipeline for future hospital acquisitions by Capella. I also discussed the additional hospitals we've added to the original Ernest portfolio. Repeat business is a very important part of our overall organic growth and our business model.

We've been very successful at building relationships. Our first investment with Prime Healthcare was one hospital and $28 million, today our total investments with Prime is $901 million; Ernest started at $396 million, today we have $572 million invested.

Our original investment with ISIS was $66 million, it now stands at $348 million; we started with $100 million at Adeptus, today its $500 million. Our first investment with Waterland of RHM and MEDIAN Kliniken was €175 million, less than two years later it was €940 million. This track record bodes very well for our future growth.

Now I will call on Steve to walk you through the financial details of the quarter.

Steve?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

Thank you Ed. This morning, we recorded normalized FFO for the second quarter of $0.30 per diluted share, that’s a 15% year-over-year increase. Our year-to-date results of $0.58 per share, represents a 12% increase over last year's first six months.

The primary adjustment to arrive at normalized FFO for the second quarter is approximately $26 million of acquisition cost, the majority of which about $22 million is comprised of real estate transfer taxes that we are incurring as expected, as the MEDIAN assets are acquired.

Legal cost, that’s another $2.1 million and other cost directly attributable to successful acquisitions about $1.6 million. I will give you an update on the MEDIAN transaction before we turn to Capella. Early in the quarter, we signed purchase agreements for 32 of the 35 properties.

As of today, 30 of those have closed for an aggregate purchase price of about €627,000 million, with a €20 million 31st expected to close in the third quarter. The final four properties aggregating about €58 million are expected to close by year-end, completing the €705 million acquisition that we announced almost a year ago.

Turning to Capella, as we have previously disclosed and as Ed mentioned a minute ago, we have agreed to acquire along with Capella management, Capella Holdings Inc. for a total enterprise value of approximately $900 million. And again reiterating Ed’s comment that that reflects about a 7.8 times multiple on recent historical EBITDAR.

Subsequent to the transactions, MPT will fully own real estate interest of about $600 million. The $600 million will be represented by $390 million in acquired properties that will be leased back to Capella and $200 million in mortgage loans.

The blended GAAP yield to us will approximate 9.1%, that’s based on an escalator floor of 2% annually; it will also be a 4% ceiling. The leases and loans do have certain cross default provisions.

The remaining $300 million of the $900 million enterprise value will be in the form of an approximately $290 million fixed-rate 15-year repayable loan and a 49% interest in the joint venture that acquires Capella. Capella management will own the majority 51% interest and will be responsible for operations and management of the hospitals.

Based on the 9.1% GAAP yield related to the real estate investments and the fixed rate on the $290 million joint venture loan, we expect to realize an additional $0.04 per share in normalized FFO.

This further reflects our assumptions relating to the long-term financing of the acquisition, which generally include leverage of approximately 45%, debt cost of approximately 5%, and recent common stock valuations.

After Capella has paid to MPT lease and mortgage payments and the fixed coupon on the $290 million loan, we will in addition be allocated 65% of the distributions of the joint venture subject to certain adjustments.

We expect that during the first full year after completion of the transactions that this will result in an additional $0.02 per share and just to be clear, this $0.02 per share is not included in the $0.04 per share accretion we have previously estimated and that I just mentioned.

We have commitments from a bank group for a 364 day $1 billion bridge loan, which along with our revolver availability gives us the capacity to complete the Capella and other investments announced this morning and the development commitments that are disclosed in the supplemental report that was posted to our website earlier today.

We will be opportunistic as to when we may access the capital markets to fund these investments on a longer term basis. As of June 30, we had drawn approximately $674 million under our $1.125 billion revolving credit facility, leaving availability of about $450 million. The average interest rate on our outstanding balances approximates 1.5%.

At our last quarterly call, we estimated that upon completion of the MEDIAN transactions including permanently financing the acquisitions with long-term debt and equity capital, our run rate normalized FFO would range between $1.22 and $1.28 per diluted share.

Due primarily to the $1.5 billion in accretive acquisitions that we have discussed this morning, our expected run rate normalized FFO is expected to range from $1.28 to $1.32.

As always, this estimate does not contemplate unannounced acquisitions or capital markets transactions other than for the assumptions concerning the Capella acquisition I described a few moments ago. It also does not include the anticipated $0.02 per share that we expect as our share of first-year operations of Capella.

Based on the strength of our pipeline of expected additional acquisition opportunities the growth we expect from continued expansion of our existing tenants and the favorable capital markets conditions, we have good reason to expect that our per share normalized FFO will continue to grow in the foreseeable future.

So that we will be happy to take any questions and I’ll turn the call back to the operator..

Operator

[Operator Instructions] Our first question comes from the line of Jordan Sadler with KeyBanc Capital Markets. Please proceed..

Jordan Sadler

Thank you and good morning.

On Capella, if you could – could you maybe breakout how you valued the operator versus the real estate, I think I heard the 7.8 times EBITDA, I think was that an overall entity value on the $900 million?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

Yes, the 7.8 was the total enterprise value that contemplates all of the assets and operations of Capella, and we further bifurcated that down to $600 million of that $900 million with allocated to real estate interest and I even took it further than that on this call disclosing that $390 million of the real estate interest would be purchased and leaseback and the remaining $210 million would be structured as mortgage loans.

And just to reiterate the reason we sometimes use the mortgage loan structure is to avoid in-site taxes that would otherwise require additional investment that we can avoid by structuring a portion of the real estate value as loans..

Jordan Sadler

And just, so ultimately your – what’s the implied valuation of the operator, so there's $290 million or $300 million total investment to the operator for 49% interest?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

Yes. Well, the operator has a 100% interest. And 100% interest is shared 51% with the management team and 49% with us.

But your question regarding the valuation is again based on the same starting point, which was 7.8 times historical EBITDA and then carving out the real estate, then you end up with the $300 million and that valuation equates to about a 4.2 time to 4.3 times multiple on the operating entity..

Jordan Sadler

On a pro forma basis for the rent and mortgage payments?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

That's correct..

Jordan Sadler

Okay. That's helpful thank you. And then as it relates to capital, you said that you will be opportunistic as it relates to the capital markets and you’ve got the bridge loan in place for now.

Can you maybe, obviously it’s a little bit of a delicate situation and in terms of what you guys expect to do, but can you talk about how you would envision funding relative to closing from a timing perspective?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

Well again, I guess and most accurate we can say is we are going to be opportunistic, we’re going to keep our eyes on the markets, and at the right time in our view we will access that capital.

Now it’s important that we point out that just because we’re not doing something immediately, that shouldn't imply that we’re trying to time the market, there are a lot of conditions that have to come together and we believe we will be ready to access the capital markets when all of those conditions converge and that could be sooner than later in fact..

Jordan Sadler

What’s the debt equity split assumed in the $0.04 accretion roughly?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

45% leverage, based on the Capella transaction..

Jordan Sadler

Okay, and then lastly maybe just as it relates to AXA, can you speak to the structure of the venture with them? Is there a size of the joint venture, are there fees that you guys will receive, anything you could sort of share there, I know its early days?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

It is early days Jordan and we have signed some agreements, but certainly not all of them, and so we’re a little bit constrained on giving the financial details. The important thing for us and why we wanted it to become known sooner than later is, is the strategic import and value to us of having what truly is the 800 pound gorilla in Western Europe.

Sourcing deals for us, leading interference in ways in certain governments where we’re not used to that and don't know people, and so just structurally the first two deals are separate JVs, they do not include further commitments beyond the initial transaction, and we’ll be eager when we get a little bit further down the road to describe some more of those details.

But the main point again is, this is really a strategically valuable transactions for us..

Jordan Sadler

My last one on that is, I just noticed, you know obviously that the ventures are planned to be managed obviously locally by AXA, given that, that’s sort of their domain if you will.

Can you just maybe speak to what the opportunity is as you guys see it in terms of investing in Spain in northern Italy as seemingly more passive investor in this JV?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

Well I’m not sure we're going to be any more passive than we normally would be, they will manage locally. But again these are to a great extend net leases, which do not require a lot of facility management, there is regulatory management and reporting and so forth.

But the real value, one of the real values that AXA brings is their footprint, is their market and their resources across almost all jurisdictions. And the value we bring that they were looking for is expertise in hospitals operations and real estate.

So that’s the synergy that you know in the cliché, we hope the value is greater than the sum of this parts and we've taken a modest step to begin developing that relationship and truly expect that gets larger as we get closer to finalizing these first deals..

Edward Aldag Founder, Chairman, President & Chief Executive Officer

But Jordan, I think it’s very important to point out that we maintain our very active role in the underwriting of the healthcare operations and in the asset management of the healthcare operations..

Jordan Sadler

Okay. We look forward to hearing more details. I will yield the floor. Thank you..

Operator

Your next question comes from the line of Mike Carroll with RBC Capital Markets. Please proceed..

Mike Carroll

[0:26:09] [Audio Gap] Italy and Spain investments, I know you’ve been looking at these markets for some time now, but it seems like these deals are quicker than originally expected, what changed there?.

Edward Aldag Founder, Chairman, President & Chief Executive Officer

Well nothing changed Mike, and I didn’t hear the first part of your question, you came into the middle of sinus, let me know if I don’t answer the full question.

This did not happen any quicker than we expected it to happen, we’ve been looking at these markets for a long time, we’ve been working on these particular portfolios with AXA for a long time..

Mike Carroll

Okay.

Then what are the near-term goals in this market, how big do you want to grow these portfolios and will these existing – or will you just grow with this existing relationship?.

Edward Aldag Founder, Chairman, President & Chief Executive Officer

Our goals for these markets are the same as they are in every market. It’s not to be any particular size in any given market, but to take advantage of opportunities within those markets. We typically wouldn't go into a market if we thought that it was going to be limited, Spain as an example, with a €21 million investment here.

Obviously we expected there will be more opportunities there than just the $21 million the opportunity. In Italy, we already have other opportunities that we’re looking at, so it certainly doesn’t mean that we’ll do any more, but both of them are places that we would welcome additional investments..

Mike Carroll

Okay.

And then with regard to the Capella investment, how should we think about the annual capital expenditures and will you start providing that for us once that deal closes?.

Edward Aldag Founder, Chairman, President & Chief Executive Officer

Well the capital expenditures, we obviously in doing our underwriting we had figures that we expect and we work through with the management company at each individual hospital. The expenditures are being funded, they are out of operations and is taken into account in our analysis.

If there are any extraordinary capital expenditures then we’ll look at those on a case-by-case basis. Generally speaking, the capital expenditures we expect for this seven hospital portfolio is somewhere between $25 million and $35 million a year..

Mike Carroll

Great. And then my last question is on the Adeptus development. I think in the press release this morning you indicated that the cash yield will be double digits.

But I thought that you previously announced that those developments will be about 9% cash yield, is there anything different that I’m missing between I guess that reporting there?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

No, there is no difference. Keep in mind that during construction which can take depending on local conditions can take upwards of 9 plus months. During construction they're not paying rent on our construction advances that accrues and so accounting conventions prohibit us from recognizing that, what is truly income.

So it accrues and becomes part of the lease base. And so then when you start recognizing the repayment of that portion, it pushes, in the case of Adeptus it pushes us up over that 10% mark on a cash receipt basis..

Mike Carroll

Great. Thank you..

Operator

Thanks. Your next question comes from the line of Tayo Okusanya with Jefferies. Please proceed..

Tayo Okusanya

Yes, good morning. I think I have to send you guys Rosetta Stone books with all these different countries and languages you have to be in.

Just getting away from the deal pipeline a little bit, could you just talk a little bit about you know some of your larger tenants ISIS, Ernest, Prime, kind of what how those guys are doing generally what market conditions are like for them?.

Edward Aldag Founder, Chairman, President & Chief Executive Officer

Sure. Everyone in the existing portfolio is doing very well Tayo. No one has strong growth, but everyone has good solid growth.

The ISIS hospitals that we won are performing exceptionally well, continuing to be leaders in their markets; Prime Healthcare markets have been very stable for the last year, they continue to perform very well all across the board.

Ernest Health has done very well in the last 18 months or so, they had the downturn with their LTACs about two or three years ago as did everybody else, but their entire portfolio is performing exceptionally well.

When you look at same store analysis, and I think I gave those exact numbers on the last earnings call, it show just how well the existing original 16 hospitals are performing, and then as I mentioned on today's call we’ve got 10 additional hospitals with them, so their overall EBITDA is doing exceptionally well..

Tayo Okusanya

Okay. Then second question, this kind of news this – an interesting news this morning from Community Health, of them kind of spinning out some of their rural hospitals into a different entity.

Just kind of curious what you think about that and whether you think that would be a good strategy from any of your operators that may also have decent exposure to rural hospitals?.

Edward Aldag Founder, Chairman, President & Chief Executive Officer

Yeah, Tayo, I know a little bit about some of the community hospitals, I only saw that list late last night. It’s interesting – it will be interesting when we all get looking at it in a little more detail because they will continue to own a large number of rural hospitals in any definition.

So I can’t address specifically what they're trying to do in separating what they call rural hospitals from their total overall portfolio. And other than that I just don’t think I can address it at this point..

Tayo Okusanya

Not sure. Thank you very much..

Edward Aldag Founder, Chairman, President & Chief Executive Officer

Thanks Tayo..

Operator

Your next question comes from the line of Juan Sanabria with Bank of America Merrill Lynch. Please proceed..

Juan Sanabria

Hi, just hoping you could speak a little bit more on Capella in terms of the OpCo, sort of the capital in place there or equity to fund growth and how that works, and was the $25 million to $30 million in CapEx for the entire real estate value?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

The $25 million to $35 million in CapEx is for the seven existing portfolio of hospital..

Edward Aldag Founder, Chairman, President & Chief Executive Officer

But it’s not just real estate; I mean that’s the whole company CapEx. It may include expensive equipment and machinery and other non-real estate capital volumes..

Juan Sanabria

But how is the rest of the OpCo structured other than the $290 million of debt, and could you provide what the cash return on that $290 million of the 15 year loan is?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

So what we’ve said and trying to be as descriptive as the agreement allow us to be, what we said is the coupon on that $290 million loan is equivalent to the initial going in cash rate on the leases and the mortgage loans.

And I think if you would do the back in the envelope type math, we've given you that the GAAP coupon, you know you’re going to get to something in the low 8s as the going in cash coupon.

So that’s the fixed return that we did pay along with the lease and the mortgage income, and then basically after all of that is paid, we split with our joint venture partner who is Capella management, we get 65% of the remaining earnings or distributions or whatever the measure is and they get 35%.

For the first year, which by the way takes into account this $25 million plus CapEx run. For the first year, we expect that that will result in an extra $0.02 a share for us over and above the $0.04 that we’ve included in run rate guidance..

Juan Sanabria

Can I ask why you haven’t included that in run rate guidance, if you feel pretty comfortable that you’ll get it?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

We are very comfortable that we will get it, but it’s not contractual. And the other $0.04 is contractual, they have to make the payment just like anything and we'd rather recognize that non-contractual estimated income as we actually realize it..

Juan Sanabria

Okay.

And just one more question on the OpCo, what’s the split between or how is the rest of the OpCo capitalized other than the $290 million, is there any equity in there?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

Yes. The equity will be split, as same as the ownership, 51% to the management team and 49% to an MPT subsidiary..

Juan Sanabria

But what’s the dollar amount of equity relative to the….

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

It’s nominal. You should probably assume total not more than $10 million. I mean that’s very, very important to, especially the management team, but – so I don’t mean to despair you by calling it nominal, but it’s not material to the transaction..

Juan Sanabria

Got you.

And the non AXA on the JV structure, who is sourcing these deals and is the partner AXA the parent or retail fund investors? Like who ultimately bears the risk from an AXA perspective?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

From the risk bearing perspective, they are managed funds either for country AXA insurance providers for example or outside funds for example in one of the transactions we’ve described and we just can’t name, but it’s a highly familiar US state pension fund, and so those are the types of partners that we have.

And as far as sourcing the deal, it goes both ways, and in fact that’s how the relationship got initiated is we actually were successful in acquiring an asset that AXA was also attempting to acquire, and that caused them to bring to us the deal and we took to them a deal and that’s the way we expect it to work is both entities will be bringing possibilities to the venture.

There is no obligation, I think Ed mentioned it, there is no obligation on the part of either venture to take or even offer for the most part of the transactions..

Juan Sanabria

And just lastly from me.

On MEDIAN, can you just give an update on the debt financing there, timing, what you are seeing in terms of cost in the marketplace today and why you haven't moved as of yet to secure that?.

Edward Aldag Founder, Chairman, President & Chief Executive Officer

The Euro bond market has been virtually shut down until recently, starting in early to mid- June when the Greece circumstances took over the headlines, and truly it’s only been recently that, that market begins to show life.

And so just like the other capital markets transactions that we plan in the foreseeable future, we will be, we are prepared to act when market conditions are good for us and the bankers both here and in Europe seems somewhat encouraged that, that market is redeveloping and finding – getting its feet under it again..

Juan Sanabria

Any sensitive pricing that you could arrange?.

Edward Aldag Founder, Chairman, President & Chief Executive Officer

No, you know, that’s one of the things you know that we keep our eye on is not only pricing, but the depth of the market and really all of components that go into being confident that we can get a good strong execution..

Juan Sanabria

Thank you..

Edward Aldag Founder, Chairman, President & Chief Executive Officer

Thanks Juan..

Operator

Your next question comes from the line of Mike Mueller with JPMorgan. Please proceed..

Mike Mueller

Yeah, hi.

I guess for the Capella real estate part of the transaction, can you talk a little bit more about the $210 million mortgage loan, what assets is on, is it outside of the seven that you’re buying?.

Edward Aldag Founder, Chairman, President & Chief Executive Officer

No, it’s not. There is seven assets; five will be subject to leases, got some conventional type leases and there is nothing that would otherwise keep us from putting the other two under leases, except if we did that of course we’d be paying Capella, creating a capital gain that would require immediate discharge of that tax liability.

And so we can achieve exactly the same things economically, structurally, credit wise by simply loaning mortgage funds to those operators, which by the way will be guaranteed and will have cross default provisions. So we’re not losing any credit. It’s solely because of the desire not to pay taxes when it's not necessary to pay taxes..

Mike Mueller

Okay, so I guess legally you’re buying five and putting the mortgage on two though, is that correct?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

That’s correct, that’s correct..

Mike Mueller

Okay.

And is the term on the mortgage the same as the lease term, and everything is identical?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

Everything is identical including the escalator, but of course perhaps getting into the weeds of this level, but remember the 9.1% GAAP yield, we get to straight line the least, but we don't get to straight line the loan amount, but we nonetheless get a guaranteed 2% escalation every year beginning in year one, even though it’s not reflected in that 9.1% blended rate..

Mike Mueller

Got it. Okay.

So it’s basically a 100% LTV loan then?.

Edward Aldag Founder, Chairman, President & Chief Executive Officer

On the mortgage?.

Mike Mueller

On the mortgage?.

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

That’s right. Again, it’s meant to mimic the lease structure and of course of purchasing leaseback is done at a 100% of the real estate valuation..

Mike Mueller

Got it.

And just to clarify the run rate guidance of 120 to 132 that has $0.04 in there, but not the $0.02, is that correct?.

Edward Aldag Founder, Chairman, President & Chief Executive Officer

Correct..

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

Correct..

Mike Mueller

Okay. I think that’s it. Thanks..

Steven Hamner Founder, Executive Vice President, Chief Financial Officer & Director

Thanks Mike. .

Operator

There are no further questions left in the queue. I will now turn the call over to Mr. Aldag for closing remarks..

Edward Aldag Founder, Chairman, President & Chief Executive Officer

Thank you, Britney, and thank all of you for joining us today and as always if you have any questions please don’t hesitate to call myself, Steven Hamner, Charles Lambert, or Tim Berryman. Thank you very much..

Operator

Ladies and gentlemen that concludes today’s conference. Thank you for your participation. You may now disconnect. Have a great day..

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