Diversified Healthcare Trust · NASDAQ:DHC
Diversified Healthcare Trust — Senior Housing Properties Trust — Merger or Acquisition (April 2019)
14 slides from Diversified Healthcare Trust's merger presentation, April 2019
Slide 1: Senior Housing Properties Trust
SENIOR HOUSING PROPERTIES TRUST
Slide 2: Warning Concerning Forward Looking Statements
SENIOR HOUSING PROPERTIES TRUST WARNING CONCERNING FORWARD LOOKING STATEMENTS THIS PRESENTATION CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER SENIOR HOUSING PROPERTIE
Slide 3: Transaction Summary & Timing
SENIOR HOUSING PROPERTIES TRUST TRANSACTION SUMMARY & TIMING New Management Agreements with Five Star SNH and Five Star will enter into new management agreements to operate all of SNH’s communities currently leased by Five Star and currently managed by Five Star. SNH and SNH Shareholders to Receiv
Slide 4: Summary of Benefits
SENIOR HOUSING PROPERTIES TRUST SUMMARY OF BENEFITS Maximize the Value and Performance of SNH’s Investments in Senior Living 20 10% Age 85+ Population Growth (1) Positions SNH for Greater Potential Financial 16 8% 12 6% Upside Millions 8 4% Current senior living supply and demand fundamentals at his
Slide 5: SNH Objectives & Key Considerations
SENIOR HOUSING PROPERTIES TRUST SNH OBJECTIVES & KEY CONSIDERATIONS One Time Solution Single event versus incremental approach. Stabilization Alignment Transaction provides immediate Transaction structured to align stability and materially improves interests for both top and long term financial outl
Slide 6: Alternative Options
SENIOR HOUSING PROPERTIES TRUST ALTERNATIVE OPTIONS Multiple alternatives were considered by the special committee of SNH’s Board of Trustees. Some Options Included: • Default/bankruptcy would result in loss of control over the process, the deterioration of operations of SNH’s Lease Default / senior
Slide 7: Highlights of New Management Agreements
SENIOR HOUSING PROPERTIES TRUST HIGHLIGHTS OF NEW MANAGEMENT AGREEMENTS 15-year term commencing January 1st, 2020, with two, five-year extensions at Five Star’s Term option, conditioned on portfolio financial performance. Management Five Star will receive a base management fee of 5% of gross revenue
Slide 8: Current Environment & Future Demographics
SENIOR HOUSING PROPERTIES TRUST CURRENT ENVIRONMENT & FUTURE DEMOGRAPHICS 11,000 Senior Housing Supply-Demand Trends (1) 92% 16 Age 85+ Population Growth (2) 9% 10,000 8% 9,000 91% 7% 12 8,000 90% 6% 7,000 6,000 5% Millions Units 89% 8 5,000 4% 4,000 88% 3% 3,000 4 2% 2,000 87% 1,000 1% 0 86% 0 0% I
Slide 9: Transition Period
SENIOR HOUSING PROPERTIES TRUST TRANSITION PERIOD Transition period provides for the approval of license transfers for each of the currently leased senior living communities. Agreement Execution Date Target Conversion Date April 1, 2019 January 1, 2020 Reduced Fixed Rent Payments The monthly rent
Slide 10: Conversion
SENIOR HOUSING PROPERTIES TRUST CONVERSION Existing Five Star Master Leases 184 Senior Living Communities 19,979 Living Units New Five Star Management Agreements Existing Five Star Management 261 Agreements Senior Living Communities 77 30,114 Senior Living Living Units Communities 10,135 Living Unit
Slide 11: Five Star Ownership
SENIOR HOUSING PROPERTIES TRUST FIVE STAR OWNERSHIP The issuances of Five Star common shares to SNH and SNH shareholders are subject to the approval of Five Star’s stockholders. FVE Existing Ownership FVE Post Conversion Structure (1) Ownership Structure (1) FVE & RMR Insiders Other FVE 1% Stockhold
Slide 12: Other Considerations
SENIOR HOUSING PROPERTIES TRUST OTHER CONSIDERATIONS Leverage To achieve a target annualized Adjusted EBITDA ratio of approximately 6.0x, SNH expects to sell assets valued up to $900 million as part of its near term capital structure. ASSET SALES FOCUS: - Standalone skilled nursing facilities. - Sen
Slide 13: Senior Living Community Summary Post Restructure
SENIOR HOUSING PROPERTIES TRUST The Forum at Desert Harbor, Peoria, AZ Senior Living Community Summary Post Restructure The Forum at Deer Creek, Deerfield Beach, FL Managed senior living 261 30,114 communities Park Summit, Brookdale Senior Living 18 940 Coral Springs, FL 9 private senior living comp
Slide 14: Summary of Benefits
SENIOR HOUSING PROPERTIES TRUST SUMMARY OF BENEFITS Maximize the Value and Performance of SNH’s Investments in Senior Living 20 10% Age 85+ Population Growth (1) Positions SNH for Greater Potential Financial 16 8% 12 6% Upside Millions 8 4% Current senior living supply and demand fundamentals at his
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