Omega Healthcare Investors, Inc. · NYSE:OHI
Omega Healthcare Investors — Merger or Acquisition (October 2014)
18 slides from Omega Healthcare Investors's merger presentation, Oct 31, 2014
Slide 1: The Premier Skilled Nursing Facility REIT
The Premier Skilled Nursing Facility REIT October 31, 2014
Slide 2: Cautionary Language Regarding Forward-Looking Statements
Cautionary Language Regarding Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding Omega Healthcare In
Slide 3: Additional Information about the Proposed Transaction and Where to Find It
Additional Information about the Proposed Transaction and Where to Find It This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy, vote or approval. In connection with the proposed transaction, Omega and Aviv expect
Slide 4: Transaction Summary
Transaction Summary Omega (NYSE: OHI) to merge with Aviv (NYSE: AVIV) in a stock-for-stock transaction Overview Creates premier $10Bn SNF REIT and only pure-play SNF REIT Combined company uniquely positioned to consolidate highly attractive, highly fragmented industry Aviv shareholders and u
Slide 5: Transaction Rationale
Transaction Rationale Combined company has substantial scale High Quality and Significant diversification with 83 operator relationships in 41 states Complementary Long-term triple-net master leases with sector-leading rent coverage Portfolio Commitment to high quality facilities Platforms W
Slide 6: Combination of Market Leaders
Combination of Market Leaders + Total Market Cap. $7.3Bn $3.0Bn(1) $10.3Bn Equity Market Cap. $5.0Bn $2.2Bn(1) $7.2Bn Debt / Total Market Cap. 31.5% 28.0%(1) 30.5% # of Total Facilities(2) 562 312 874 EBITDAR Coverage(3) 1.4x 1.4x 1.4x Combination creates operating, growth and cost of capital effici
Slide 7: Significantly Enhanced National Presence
Significantly Enhanced National Presence 874 Facilities in 41 States - Many Operators Have Facilities in Multiple States (# Operators - # Facilities) 6 - 18 1-1 WA VT 1-2 ME ND MT 1-3 3-7 2-5 NH OR MN 6 - 12 SD 6-9 NY 3 - 18 ID WY WI 4 - 36 MA MI 1-4 3 - 12 7 - 42 RI 3-6 2-2 IA 12 - 79 PA NJ N
Slide 8: The Largest Owner of SNF Properties And Only Pure-Play SNF REIT
The Largest Owner of SNF Properties And Only Pure-Play SNF REIT Number of SNF Properties 789(1) 259 369 302 243 530 102 101 72 71 45 0 + More than 2x the number of SNF properties as the next public competitor Source: Company filings 1) Excludes 1 Omega HFS facility and 1 Aviv leasehold interest 8
Slide 9: Attractive Long-Term Consolidation Opportunity
Attractive Long-Term Consolidation Opportunity Favorable Industry Fundamentals Large and fragmented industry – $100 billion market – 15,900 facilities and 1.7 million beds – Over 2,500 SNF operators in the U.S. 87% of SNFs privately owned Owners seek liquidity through asset sales and sale / le
Slide 10: Proven Acquisition Track Record
Proven Acquisition Track Record Gross SNF Investments - 2012 to 2014 YTD ($MM) Combined platforms have annual historical investments of 2,468 approximately $900MM since 2012 and have a substantial pipeline – Over $900MM invested 2014 YTD combined 864 Platform for small, medium and large off-mark
Slide 11: Commitment to High-Quality Facilities
Commitment to High-Quality Facilities Combined companies have invested approximately $316MM since 2009 for reinvestment and new construction – $55MM invested YTD as of 9/30/2014 Projects produce returns consistent with returns from acquisitions Projects help gain competitive advantage in marke
Slide 12: Strong Relationships with Large and Experienced Operators
Strong Relationships with Large and Experienced Operators Expanded Network of Operators To Drive Growth Operator % of Revenue Operator % of Revenue Ark 10.5% Daybreak 11.7% Genesis 10.3% Saber 11.4% Communicare 8.7% EmpRes 10.8% Ciena 7.9% Maplewood 9.5% HHC 6.9% Fundamental 7.6% Guardian 6.0% Prefe
Slide 13: Significant Increase in Diversification
Significant Increase in Diversification State Diversification Operator Diversification 41 States 83 Operators OH Genesis 11% 8% Ark 31 Other States 8% 36% FL 10% Communicare 6% Other 73 Operators 48% Ciena 6% TX 9% HHC 5% MI 6% Guardian 4% SC Diversicare CA 3% 4% AR 6% IN Signature 3% MS PA Airamid
Slide 14: Management Teams With Extensive Knowledge of Healthcare Real Estate
Management Teams With Extensive Knowledge of Healthcare Real Estate Name Current Title Years Experience Taylor Pickett CEO 21 Dan Booth COO 25 Bob Stephenson CFO 19 Lee Crabill Jr. SVP, Nursing Home Operations 35 Mike Ritz CAO 13 Megan Krull SVP, Operations 14 Name Current Title Years Experience Ste
Slide 15: Attractive Financial Impact
Attractive Financial Impact Expected to be accretive to run rate Adjusted FFO and OHI 10-Year Total Shareholder Return FAD per diluted share (Indexed Total Returns) 586% – $9MM cost synergies – Opportunistically decrease cost of Aviv debt 131% 2015 FAD guidance of $2.81 to $2.87 per diluted shar
Slide 16: Conservative Credit Profile and Balance Sheet Strength
Conservative Credit Profile and Balance Sheet Strength Strong and Flexible Balance Sheet Combined Capital Structure at 9/30/2014 Conservative combined capitalization Unsecured Debt 24% – Less than 35% Funded Debt / Total Market Cap. – Less than 5.0x Funded Debt / Adj. EBITDA (Q3 Secured Debt Equit
Slide 17: Vision for Success
Vision for Success Leverage our unique consolidation strategy, our management knowledge and expertise and operator relationships to continue owning, acquiring and developing SNFs Leverage our disciplined approach and cost of capital advantage to fund accretive transactions Continue to strength
Slide 18: Certain Non-GAAP Information
Certain Non-GAAP Information Funds From Operations (“FFO”), Adjusted FFO and Adjusted Funds Available for Distribution (“FAD”) are not financial measures calculated or presented in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company calculates and repo
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