American Healthcare Reit, Inc. · NYSE:AHR
American Healthcare Reit — Griffin-American Healthcare REIT IV — Merger or Acquisition (June 2021)
32 slides from American Healthcare Reit's merger presentation, Jun 24, 2021
Slide 1: Tri-Party Merger Presentation June 2021
Exhibit 99.2 TRI-PARTY MERGER PRESENTATION JUNE 2021Exhibit 99.2 TRI-PARTY MERGER PRESENTATION JUNE 2021
Slide 2: Disclaimers: Forward-Looking Statements
Disclaimers Forward-Looking Statements This presentation contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the
Slide 3: Disclaimers: Additional Information and Where to Find It
Disclaimers Additional Information and Where to Find It In connection with the proposed merger, GAHR IV will file with the SEC a registration statement on Form S-4 containing a Joint Proxy Statement/Prospectus jointly prepared by GAHR III and GAHR IV, and other related documents. The Joint Proxy Sta
Slide 4: Disclaimers: No Offer or Solicitation
Disclaimers No Offer or Solicitation This communication and the information contained herein does not constitute an offer to sell or the solicitation of an offer to buy or sell any securities or a solicitation of a proxy or of any vote or approval, nor shall there be any sale of securities in any ju
Slide 5: Contents
Contents I. Executive Summary II. Strategic Benefits – REIT Merger III. Strategic Benefits – Sponsor Acquisition IV. Market Opportunity V. Process, Timing, and Other Impacts Reno, NV - MOB 5Contents I. Executive Summary II. Strategic Benefits – REIT Merger III. Strategic Benefits – Sponsor Acquisiti
Slide 6: Executive Summary
Executive Summary Planned liquidity through combination of businesses* Overland, MO - MOB 6 * There can be no guarantee that the combined REIT will effect a listing of its common stock or any other type of liquidity event.Executive Summary Planned liquidity through combination of businesses* Overlan
Slide 7: Executive Summary – Transaction Overview
Executive Summary – Transaction Overview • GAHR III to merge into GAHR IV in a 100% stock-for-stock transaction • Total gross investment value of $4.2 billion, as well as the assumption of GAHR III's REIT Merger outstanding debt of approximately $1.8 billion* • Each share of GAHR III’s common stock
Slide 8: Executive Summary – Transaction Overview (Cont.)
Executive Summary – Transaction Overview (Cont.) • The combined REIT will be owned ~65.2% by GAHR III, ~29.7% by GAHR IV and ~5.1% by Ownership the current sponsor ownership group, which includes ~2.3% that will be owned by the management team • All 100+ AHI employees (including the three founders)
Slide 9: Executive Summary – Planned Liquidity Event
Executive Summary – Planned Liquidity Event 1 COMBINED REIT POSITIONED FOR PLANNED PUBLIC LISTING BY THE END OF 2022 • Exclusive focus on managing a high-quality healthcare REIT well-positioned for the public markets th 2 • The combined REIT will be the 11 largest healthcare REIT globally 3 • Public
Slide 10: Strategic Benefits – REIT Merger
Strategic Benefits – REIT Merger* $4.2 Billion Gross Investment Value 19.0 Million Square Feet 314 Properties 36 States + UK & Isle of Man Grand Junction, CO - MOB 10 * See page 12 and 13 for details about the calculation of the information provided on this page.Strategic Benefits – REIT Merger* $4.
Slide 11: Strategic Benefits – REIT Merger
Strategic Benefits – REIT Merger Healthcare Real Estate Remains a Highly Attractive Real Estate Asset Class ― Rapidly aging US population 1 ― Continued increases in US healthcare spending REIT Merger to Result in Enhanced Portfolio Profile ― Greater size and scale 2 ― Broader geographic diversificat
Slide 12: Combined REIT Portfolio Profile
Combined REIT Portfolio Profile COMBINED REIT PROVIDES GREATER SCALE AND EXPANDED ASSET DIVERSIFICATION GAHR III Portfolio GAHR IV Portfolio Combined Portfolio (as of 3/31/21) (as of 3/31/21) (as of 3/31/21) Gross investment value $2.9 billion $1.3 billion $4.2 billion Total square feet 14.1 million
Slide 13: Broader Geographic Diversification
Broader Geographic Diversification GAHR III Portfolio (as of 3/31/16) THE COMBINED REIT WILL HAVE EXPANDED GEOGRAPHIC DIVERSIFICATION WITH PROPERTIES IN 36 STATES, PLUS THE U.K. AND ISLE OF MAN COMBINED REIT 40 36 35 28 30 27 25 20 15 10 5 0 GAHR III GAHR IV Combined REIT GAHR IV GAHR III 13 Number
Slide 14: Expanded Tenant Diversification
Expanded Tenant Diversification* GAHR III % GAHR IV % Combined % Methodist Health System 6.8% Reliant Care 11.1% Reliant Care 4.4% BaneCare 5.5% Vista Springs 5.6% Methodist Health System 4.1% TL Management 4.2% Prime Healthcare 5.3% BaneCare 3.3% Mercy Health 3.9% Compass Senior Living 3.4% TL Mana
Slide 15: Debt Structure
1 Debt Structure 3 Combined REIT Debt Maturity Schedule Low-Leverage, Highly-Flexible Debt Structure 700.0 M with Attractive Terms 600.0 M 500.0 M • Total combined debt of $2.0 billion 400.0 M 2 • 45.5% debt to enterprise value 300.0 M 200.0 M • Weighted-average interest rate of 3.70% 100.0 M • Weig
Slide 16: Strong Positioning for Public Listing
1 Strong Positioning for Public Listing 2 COMBINED REIT WOULD REPRESENT THE LARGEST HEALTHCARE REIT LISTING IN HISTORY th ‒ Combined REIT would be the 11 largest listed healthcare REIT (out of 17) th ‒ Combined REIT would be 8 largest owner of medical office buildings of all listed healthcare REITs
Slide 17: Capturing Value Through Public Listing
Capturing Value Through Public Listing Healthcare REITs Typically Trade Well in the Public Markets 1 • Healthcare REITs typically trade at higher premiums to NAV compared to the other commercial asset classes 1 Opportunity to Unlock NAV Premium through Listing • There is opportunity to capture a pri
Slide 18: Strategic Benefits – Sponsor Acquisition
Strategic Benefits – Sponsor Acquisition* “Title” Section Change • $9.1 Billion of Sponsored Healthcare Investments Over The Past 15 Years • $6.7 Billion In Equity Raised • $33 Million Co-Invested by Insiders Across Sponsored Funds • Established Team with 199+ Years Combined Real Estate Industry Exp
Slide 19: Rationale and Benefits of Sponsor Acquisition
Rationale and Benefits of Sponsor Acquisition Acquisition of Entire American Healthcare Investors Management Platform ‒ The combined REIT will absorb all 100+ employees of AHI (including the three founders) and its proven 1 track record Significant and Immediate Economic Benefits to Stockholders thr
Slide 20: American Healthcare Investors Overview
American Healthcare Investors Overview AHI & MANAGEMENT TEAM OVERVIEW • Market Position: One of the largest privately-held healthcare real estate investment management firms globally with ~$4.2 billion in gross investment value under management • Specialized Team: – 199+ years of combined senior man
Slide 21: Management Team
Management Team Background & Years in Industry Background & Years in Industry • Former CFO of Mobilitie, LLC—the • Executive Chairman of combined REIT Kenny Lin largest private cellular tower Jeff Hanson• Former CEO of Grubb & Ellis’ 25 EVP, Accounting and Finance 16 company in the US prior to its s
Slide 22: Built to Drive Scalable Efficiencies
Built to Drive Scalable Efficiencies MANAGEMENT PLATFORM BUILT TO CREATE VALUE ACROSS ALL AREAS OF REAL ESTATE INVESTMENT MANAGEMENT, DRIVING INCREMENTAL MARGINS WITH EACH NEW ASSET UNDER MANAGEMENT ASSET MANAGEMENT 17 EMPLOYEES • Strategic Asset Management • Portfolio Optimization • Risk Management
Slide 23: Acquisition Capabilities
Acquisition Capabilities PROVEN TRACK RECORD OF ACQUISITIONS POSITIONS THE REIT TO GROW FOR YEARS TO COME ACQUISITIONS HIGHLIGHTS Period Acquisition Volume • Over the past 15 years, the management team has acquired 2021 Q1 $108 million $9.1 billion in healthcare real estate* • From 2012-2016, AHI av
Slide 24: Combined REIT Cost Savings & Accretion
Combined REIT Cost Savings & Accretion ACQUISITION OF AHI WILL RESULT IN SIGNFICANT & IMMEDIATE SAVINGS Fee Amount (bps) Basis 1 Annual Net Cost Savings From GAHR III + GAHR IV Asset Mgmt. $50.0 75 – 80 bps % of total cost of portfolio Fees $0.3 $0.5 $0.8 $4.4 $6.8 $40.0 $31.1 Acquisition / 200 – 22
Slide 25: Market Opportunity
Market Opportunity 10,000 Americans are projected to turn 65 each day for 1 the next 10 years Charlottesville, VA - MOB 25 1. “Baby Boomers Retire.” Pew Research. December 2010. http://www.pewresearch.org/daily-number/baby-boomers-retire/Market Opportunity 10,000 Americans are projected to turn 65 e
Slide 26: Market Opportunity: Demographics & Healthcare Economy
Market Opportunity D E M O G R A P H I C S & H E A L T H C A R E E C O N O M Y U.S. Healthcare Spending • Nearly a quarter of the United States’ population are in the baby boomer and senior categories 1 and approximately 10,000 people are projected to turn 65 each day for the next 10 years • Spendin
Slide 27: Market Opportunity (Cont.)
Market Opportunity (Cont.) U.S. Population (Aged 65+) 23.5% Secular Shift in the Aging of the US population 120 25% 21.7% 20.6% 100 20% • Nearly 97 million Americans are aged 55 and older (29.4% of 15.2% 94.7 80 the nation's population), driving growth in demand for 82.8 15% 73.1 1 60 healthcare ser
Slide 28: Market Opportunity – Trilogy Health Services
Market Opportunity – Trilogy Health Services TRILOGY IS A BEST-IN-CLASS OPERATOR THAT PROVIDES OPPORTUNITY FOR CAPTIVE DEVELOPMENT AND POWERFUL GROWTH • Strong Performance: Trilogy Investors, owned by both GAHR III (~68%) and GAHR IV (~6%), was one of our best performing assets prior to the COVID-19
Slide 29: Process, Timing and Other Impacts
Process, Timing and Other Impacts Target Closing: th 4 Quarter 2021 CULLMAN, AL - MOB 29Process, Timing and Other Impacts Target Closing: th 4 Quarter 2021 CULLMAN, AL - MOB 29
Slide 30: Process
Process STRATEGIC OPTIONS, DUE DILIGENCE & NEGOTIATION PROCESSES • GAHR III and GAHR IV each formed independent Special Committees, comprised solely of independent directors, in Q4 2020, and immediately engaged their own financial advisors and outside law firms to evaluate all strategic options avai
Slide 31: Timing and Other Impacts
Timing and Other Impacts • The stockholder vote for each of GAHR III and GAHR IV is anticipated to conclude in the third or fourth quarter of 2021 STOCKHOLDER VOTE • Stockholders of each of GAHR III and GAHR IV will be asked to approve the merger transaction and charter amendments 1 CLOSING• Closing
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