Cain Brothers Newsletters: Industry Insights
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Asset Monetizations for For-profit Senior Living Owner-Operators
As for-profit owner-operators of senior living communities, including both seniors housing and skilled nursing, evaluate their strategic alternatives, they may consider the asset monetization financing structure which, in the simplest terms, is akin to a sale-“manageback” transaction as opposed to a sale-leaseback (triple-net lease) structure. This financing structure has many similarities to an outright sale, with some important attributes and considerations.
In an asset monetization, the real estate and operations are sold to a not-for-profit organization. Owner-operators can either partner with an existing not-for-profit or form a new not-for-profit organization, subject to certain restrictions. To facilitate the purchase of the real estate and operations, the not-for-profit acquirer accesses capital via the tax-exempt bond market, often utilizing a senior-subordinate capital structure in which the senior bonds are sold to institutional bond funds and the for-profit seller receives the subordinate, tax-exempt bonds. As consideration for the sale, the for-profit seller receives cash from proceeds of the sale of the senior bonds and the subordinate, tax-exempt bonds (seller financing). While both the real estate and operations are sold to the nonprofit acquirer, the for-profit seller typically also enters into a long-term management agreement to provide day-to-day operational oversight to the nonprofit acquirer post-closing. Since the acquisition financing is largely driven by debt service coverage, this structure lends itself to stabilized assets with EBITDAR margins exceeding 30%.
The asset monetization structure has many key attributes, including a longer term for the management agreement (often multiple years and subject fair market terms). In this regard, the for-profit seller is able to preserve their home office staff, continue to run the day-to-day operations of the communities, and preserve the legacy of the company, which is a key consideration for many privately held family businesses. Further, via the subordinate tax-exempt bond seller financing, the for-profit seller receives tax-advantaged interest payments until maturity of the bonds. As such, the for-profit seller has some latitude to manage potential capital gains by taking more subordinated bonds at closing.
Like many strategic alternatives, however, there are important trade-offs. For example, the asset monetization structure does not work for negative cash flow communities and is generally discouraged for low EBITDAR margin businesses, since any growth in cash flow and/or appreciation in the value of the assets will only benefit the nonprofit if the assets are sold prior to stabilization. Additionally, there are meaningful transaction costs incurred in structuring and executing an asset monetization, so scale (EBITDAR exceeding $8-10 million) is important. This structure can also be problematic for sellers with institutional capital, as institutional investors generally prefer the entire purchase price to be paid in cash at closing, rather than a mixture of cash and seller financing. Finally, like with all debt financing, this structure is subject to market conditions, so interest rates and investor demand must be considered.
An asset monetization presents an elegant, customizable solution for for-profit organizations considering a sale of their real estate and operations. The structure can be utilized for select assets or an entire portfolio. As is often the case with strategic decisions, however, an asset monetization has important attributes and considerations.
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