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CAHF CEO Conference. May 31, 2012. Today’s Agenda. Genesis HealthCare Overview “Go Private” Transaction Overview OPCO/PROPCO – REIT Transaction Questions and Answers. Genesis HealthCare Overview. Genesis HealthCare (Skilled Nursing & Assisted Living).
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CAHF CEO Conference May 31, 2012
Today’s Agenda • Genesis HealthCare Overview • “Go Private” Transaction Overview • OPCO/PROPCO – REIT Transaction • Questions and Answers
Genesis HealthCare Overview Genesis HealthCare (Skilled Nursing & Assisted Living) Genesis HealthCare is one of the nation’s largest long-term care providers. • Genesis operates more than 200 skilled nursing and assisted living facilities in 13 states along the east coast • Focused on higher acuity & medically complex patients • A team of 10,000 Genesis Rehabilitation therapists provide rehabilitation and respiratory therapy services in more than 1,100 sites (including Genesis). 3
History Growth Phase: • 1985: Genesis Health Ventures formed & initiation of public co. • 1993 – 1998: Six Major acquisitions • 1998: Purchased Vitalink(now LTC and Pharmacy) • 1993 – 1998: Raised $2.0 Billion in Capital: • Bank Financing • Public Subordinated Debt • Convertible Debentures • Convertible Preferred Securities • Private Equity • Public Equity
History Bankruptcy Phase: • Balanced Budget Act of 1998 creates a quantum change in funding • > 70% of revenue came from federal and state gov’t • Government slashed reimbursement by 30% • 5 major long term care companies file for Bankruptcy • GHV files for bankruptcy in June 2000
History Restructuring Phase: • October 2001: GHV emerges from bankruptcy • 2001: Combined value is $1.5 Billion • 2003: Board decides that the LTC and pharmacy businesses should be separated; combined value only at $1.3 Billion • December 2003: Genesis HealthCare Corporation is spun-off from GHV • February 2004: Omnicare launches hostile takeover. Closes deal at $1.6 Billion
History Restructuring Phase: • Genesis HealthCare embarks on an integrated operational, financial and technical strategy. Focuses on internal modernization and select acquisitions. • EV at spin-off = $900 million; grows to $1.3 Billion • In June 2006, the company looks at strategic alternatives for creating value.
Today’s Agenda • Genesis HealthCare Overview • “Go Private” Transaction Overview • OPCO/PROPCO – REIT Transaction • Questions and Answers
“Go Private” Transaction Overview Why should Genesis consider going private? • Market liquidity • Cost of being a public company • Sarbanes Oxley • Managing performance to quarterly expectations • Stable reimbursement environment • Hostile takeover environment • Needed to consider all constituents: • Patients and residents • Government regulators • Board of Directors • Employees • Shareholders • Board decides it is in the best interest of the company to go private. Final deal at $1.9 Billion (July 2007).
Lessons Learned • Consider impact on all constituents • Effective communication with Board • Know your shareholders • Understand market dynamics • Be prepared to lose control of the process • Execution and earnings growth in GHC
Today’s Agenda • Genesis HealthCare Overview • “Go Private” Transaction Overview • OPCO/PROPCO – REIT Transaction • Questions and Answers
OPCO/ PROPCO – REIT Transaction • Transaction Rationale • Company Performance • REIT Capital Markets Analysis • Transaction Preparation
REIT Transaction Rationale • Strategic alignment with REIT partner • Maximize investor value • Access to capital • Support corporate growth
Transaction Preparation • OPCO/PROPCO Split • Legal • Tax • Finance • Systems * Don’t underestimate the magnitude of this process • Market timing • Execution • Post transaction capital needs
Today’s Agenda • Genesis HealthCare Overview • “Go Private” Transaction Overview • OPCO/PROPCO – REIT Transaction • Questions and Answers