Indiscriminate or forced selling by event-driven hedge funds driven by market volatility, redemptions, or sheer impatience creates attractive entry points for patient bargain hunters.  

 

A recent casualty on sale at the moment: Brookdale Senior Living (ticker: BKD).

 

BKD is the largest owner-operator of senior living communities in the US, with ~1,150 communities in 46 states, effectively making BKD the only national provider of senior living solutions in the country.  BKD's full range of services give it a diversified product mix: Assisted Living (53%), Independent Living (29%), Memory Care (13%), and Skilled Nursing (5%).  ~80% of resident fee revenues are generated by private-pay customers.  An aging population coupled with increasing economic/housing wealth creates a long-term demographic tailwind for BKD.  Of particular interest is BKD's significant owned real estate portfolio.

 

In February 2014, BKD announced its merger with Emeritus Corporation, its largest competitor and the #2 senior living operator in the US.  Investors generally liked the deal, as it gave BKD a great deal of scale and the promise of material accretion (Emeritus's properties had been poorly managed and underinvested in for years).  A spate of negative press related to the mistreatment of seniors at Emeritus had given BKD an opportunity and they pounced.

 

The background to the merger revealed a number of parties interested in partnering with BKD in the deal, or simply buying BKD's real estate.  Since the Emeritus deal closed last year, integration has proved more difficult than management expected, leading to a lousy Q4 2014 print.  Less than a month later, Sandell Asset Management went public with an undisclosed stake, calling on the company to separate the company into an OpCo/PropCo to crystallize the value of the company's real estate.  Hedge funds piled into the stock.  Sandell's white paper can be seen here: http://www.sandellmgmt.com/documents/FG/sandell/activism/328721_Brookdale_Public_White_Paper_February_2015.pdf

 

Two months later, BKD and Sandell signed a standstill, BKD added 2 directors to the board (one nominated by Sandell), and formed an "investment committee" to assist the board in its review of strategic opportunities associated with the company's real estate, a review the company claimed had been ongoing since before their merger with Emeritus.  Since then, there have been numerous press reports that BKD was considering selling its real estate, and that Healthcare Reits were considering making a bid for the company.  Q2 2015 results revealed a more challenging integration of Emeritus than management had expected, resulting in reduced occupancy and a reduction in 2015 guidance.  The poor recent execution, the market volatility of Aug/Sept, recent cautious commentary from the IRS around companies seeking to spin their real estate into a REIT, and the lack of any update/clarity on the company's review process have scared/angered investors, who have sent the stock down 38% from its peak earlier this year, and 28% below BKD's unaffected price (defined as the day before Sandell went public).

 

Management has described 4 basic paths forward:

1) OpCo/PropCo split

2) Sale of entire company

3) RMT involving a smaller portion of the company's real estate

4) No change to the status quo

 

At these levels, shareholders should win in any of the above scenarios.

 

1) OpCo/ PropCo

Healthcare REIT cap rates are currently in the low 6s.  At PropCo NOI of ~$400m (Sandell estimates NOI of $490), a 6.5% cap rate would put BKD's real estate alone at over $6.5B vs the current market cap of $4.7B.

 

There is more uncertainty around how the market would value the OpCo, but BKD's closest public peer (CSU) is currently trading at an EBITDA multiple of 16.1x.  This would yield an OpCo TEV of an additional $6.5B off of consensus 2015 EBITDA estimates.  Deducting BKD's net debt yields a proforma equity value for the two pieces of ~$13B, or $33.75/share, 36% upside from here.  

 

2) Sale of entire company

Who knows what BKD would fetch in a takeout, but in a marketed sale, the cap rates on BKD's real estate would likely be much lower than 6.5%.  From a multiple standpoint, BKD trades at a discount to CSU on both an EBITDA basis (13.6x vs 16.1x) and EBITDAR  basis (11.8x vs 12.6x)

 

3) RMT

I don't have a strong view on valuation in this scenario, but putting a marker on the company's real estate by monetizing even a small portion of it can only be good for the stock price.

 

4) No change to the status quo

In this scenario, one of two things is likely to happen.  Either management begins to perform, occupancy improves, and investors begin to see the promised accretion from the Emeritus deal, OR it doesn't, in which case I believe management will come under an enormous amount of pressure to pursue strategic alternatives or step aside (note Jana Partners is a top holder).

 

Rising interest rates could put upward pressure on cap rates, but cap rates should arguably be driven more by fundamentals.  In addition, rising rates are good for pricing, as seniors generate more income from their fixed income investments.

 

Talk of increases in construction have been floating around the industry, which would lead to an increase in supply and downward pressure on pricing and occupancy.  This risk is offset to a certain degree given that rising rates make it more expensive to build (construction loans are more expensive).