10-Yr U.S. Treasury Yield Since Yr U.S. Treasury Yield Forecast. HUD 232 LEAN Overview

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1 Why Has HUD Exploded in Popularity as a Financing Option for SNF, PCH, and AL Facilities? Ken Gould Senior Vice President and Northeast Regional Manager Lancaster Pollard 10-Yr U.S. Treasury Yield Since 1962 Offering Financial Advice and Solutions to Health Care, Senior Living, and Housing Providers. Source: Bloomberg Financial 2 10-Yr U.S. Treasury Yield Forecast HUD 232 LEAN Overview HUD implemented LEAN program in 2008, to reduce processing time and improve predictability LEAN moved the 232 program to the Office of Healthcare Programs in DC HUD provides mortgage insurance through the 232 program (not direct loans from government) HUD insures loans made by private LEAN-approved lenders Construction / Sub Rehab HUD/FHA 232 Program New Construction or Sub Rehab of licensed SNFs & ALFs Refinance / Acquisition HUD/FHA 232/223f Program Refinance or Acquisition of licensed SNFs & ALFs HUD/FHA 232/241 Program 2 nd Mortgage Program for expansion of existing HUDinsured Facilities HUD/FHA 232/223a7 Program Refinance of existing HUDinsured mortgage Source: Bloomberg Financial 3 4 1

2 HUD 232 LEAN Key Considerations HUD/FHA 232 LEAN Program Long Term Fixed Rate Up to 35 year (40 year for construction) matching term/amortization Eliminates refinance/renewal risk Government Guarantee Eliminates both health care sector and credit pricing spreads AAA like debt Fixed Guarantee Fee Unlike banks, does not consider risk-based pricing 0.65% refinance / 0.77% construction / 0.72% for 241 No Financial Covenants No on-going Debt Service Coverage, Days Cash on Hand or other financial ratio covenants Non-Recourse Keep Dry Powder and silo risk Loan is Assumable Transfer of Physical Asset ( TPA ) through HUD Current Rate Environment The LEAN program HUD is no longer the lender of last resort Demand and lack of staff from resulted in long queue Increased staffing and hired independent contractor (Summit Consulting) Efforts to eliminate the queue were successful Current deal timeframe, rates Max LTV 80% (programmatic = 85%) Third party reports and application process 5 6 HUD 232 LEAN Other Considerations HUD 232 LEAN Other Considerations No equity take-out without proper loan seasoning (2 years) Prevailing wage ( Davis-Bacon ) required for construction Three year seasoning of new construction Cash distributions Real estate holding company silo Evolving policy, new loan docs Permanency of financing (intended time horizon, prepayment flexibility) Replacement reserves Master lease DACA/DAISA Recent Changes: Swaps permitted to refinance swap termination liabilities up to 10% of the new mortgage amount, if the swap was entered into prior to 1/1/2009 Quarterly operator-certified financials, applies to existing HUD facilities New loan documents Considerations and Programmatic Nuances: Senior lien on assets and land Prepayment terms REAC/physical plant inspections evolution AR financing 7 8 2

3 HUD 232 LEAN Construction Options HUD 232 LEAN vs. Bank Capital 232 new construction/sub rehab: More equity, proven owner/operators, exceptionally strong market studies 25-35% equity required HUD prefers SNFs (ideally replacement) and ALZs over ALFs HUD is sensitive to new AL construction in states with high single family mortgage default rates Davis-Bacon prevailing wage requirement Repairs and renovations as part of a refinancing: Up to 15% of appraised value, currently and in last three years (30% total) Double square footage rule 241 Supplemental Loan update: Supplemental loan program used for substantial renovations/expansions 90% LTC No prevailing wage requirement if not used during original construction HUD Advantages Full amortizing Fixed rate Non-recourse (no personal guarantees) No on-going financial covenants Challenges Averse to new construction Improving but relatively slow Won t fund equity take-outs Prevailing wage for new construction Bank Capital Challenges Term Debt Re-pricing or refinance events Recourse (personal guarantees) On-going covenants and banking requirements Advantages Receptive to new construction Quick to close Will fund equity take-outs No prevailing wage 9 10 Fannie Mae Seniors Housing Program Fannie Mae Seniors Housing Program Current Overview: Primarily permanent funding for IL, AL and ALZ Fannie Mae-insured fixed rates usually for 5, 7 or 10-year terms; 30-year amortization; can negotiate longer interest rate terms, but pricing is less efficient Variable rate options; ARM 7-6 (no yield maintenance penalty) Underwrite to 75% LTV; 70% if extracting equity Non-recourse DSCR between 1.30 and 1.45, depending on the type of facility Considerations: Generally limit Medicaid exposure 5&5 Rule Borrower must have a minimum of 5 years of experience in the seniors industry and a minimum of 5 stabilized projects Can ask for a waiver on the 5 property rule Requires trailing 12 months of 90% (average) occupancy Option to reasonably ask for a waiver if occupancy is above 80% and stable Minimal time and cost to evaluate feasibility Higher rates than HUD but much quicker to a closing Generally newer, purpose built facilities with > 60 units Prefer multi-facility owners / operators Current pricing

4 USDA Guaranteed or Direct Loan Bond Letter of Credit Enhanced 13 Available to non-profit borrowers Direct and guaranteed loans Terms up to 40 years 90% guaranteed Budget has been increasing Community Facilities Program Fixed or variable rates No min/max loan amount Only for rural areas One-time 1% guarantee fee Loans are taxable Business & Industry Program Guaranteed loans to create or save rural jobs Available to both non-profit and for-profit borrowers $10 million max (up to $25 million for special circumstances) Only for rural areas Fixed or variable rates; up to 30 years Up to 90% guarantee 3% upfront guarantee fee, plus 0.25% fee annually USDA eligibility website: 14 Overview: variable rate bonds enhanced by a bank letter of credit Floating rate based on the SIFMA index Can be synthetically fixed with an interest rate swap Investors mandate that LOC bank have a high credit rating (A1/P1) Considerations: Impending Basel III regulations will make it less desirable for banks to provide letters of credit = Renewal / Repricing Risk Bank downgrades have made A1/P1 rated banks scarcer = Bank Risk LOC expiration volumes are high, so demand for new LOC s has increased but supply has decreased Typical terms, currently: Up to 3 year term (occasionally 5 years), but includes Basel III out language Annual fee pricing is increasing Bond Private Placement / Direct Purchase Bond Fixed Rate Overview: bonds sold directly to institutional investors or bank(s) Can be floating rate, truly fixed for the term / hold period (not amortization period), or synthetically fixed with an interest rate swap Can be structured to feel (in rate / term) like a letter of credit supported issue without the investor mandate of bank credit quality Opens up the banking universe to include community banks, allowing borrower to capitalize upon local relationships Considerations: Fewer public disclosure requirements Shorter term, generally < 7 years (occasionally 10 years) = Refinancing Risk Must fit banks needs, so privately negotiated covenants and flexible terms Banks have capital to lend Multi-modal bond in order to improve future flexibility Overview: bonds sold to the public municipal market Considerations: Term and amortization up to 30 years, potentially No enhancement fees; locks in current credit profile Prepayment limitations and likely debt service reserve fund Market and Credit / Project Driven Cost of Funds: Late 2010 / 2011 were challenging times for the municipal bond market Record muni mutual fund outflows and predictions of mass muni defaults In 2012 the municipal bond market largely returned; 2013 is strong Credit spreads have narrowed, yields on lower rated / unrated bonds have come down, a lot of investor cash to put to use Investment grade vs. non-investment grade pricing chasm

5 What Constitutes Risk? Credit / Default Risk Exposure Defining Risk Construction Lease-up Proforma Underwriting Interest Rate: Fixed rates vs. Variable rates Reimbursement Risk Renewal Risk Mitigating Risk Guarantees Collateral Cost of Capital Prepayment Flexibility HUD-insured debt Fannie Mae-insured debt USDA community facilities direct debt Fixed rate public bonds Privately placed bonds Letter of credit enhanced variable rate demand bonds Commercial loan Minimal Maximum Refinancing / Repricing Risk Exposure Paying for Risk USDA community facilities direct loan Minimal HUD-insured debt Fixed rate public bonds Fannie Mae-insured debt Privately placed bonds Commercial loan Letter of credit enhanced variable rate demand bonds Maximum

6 Strategic Considerations - Keeping Powder Dry Example Scenarios Borrowing for development/construction vs. borrowing for refinance of stabilized assets Theory: Multiple structures have complementary strengths & weaknesses, so use them in combination for what they re good for and achieve your objectives while reducing risk Your personal/corporate guarantee = your powder Non-recourse financing Bank financing (risk-based pricing) Agency financing (flat-rate pricing) Private sector capital = short / medium term uses Leveraged equity take-outs Turnaround acquisitions Extending term debt to season a turnaround New construction or facility expansion Agency-enhanced debt = long term uses and permanent capital Refinancing stable, cash flowing assets Predetermined takeout of bridge or semi-permanent debt used to construct, expand, extract equity, or acquire a facility Facility Expansion Scenario #1 Facility Expansion Scenario #2 The Situation: A facility is interested in refinancing term bank debt or bonds immediately to capitalize upon interest rate environment, but would eventually like to expand (e.g. build a new memory care rehab wing). The Situation: A facility is interested in refinancing term bank or bond debt, but would also like to expand immediately (e.g. build new memory care wing). Agency Solution: Agency & Private Sector Solution: 1. Refinance the existing debt into HUD via the 232/223(f) program. 2. Upon closing the refinancing, apply to HUD for a 241 supplemental loan. The 241 program allows you to finance 90% of cost and avoid Davis Bacon prevailing wage requirement if not used in original construction. 1. Use a private sector bridge to refinance the existing debt and fund the new addition. 2. Once the addition is built, immediately refinance the entire debt load with HUD thereby locking in a fixed cost of capital on permanent debt (no three year seasoning rule for new projects under 50% of the existing square footage). The Result: The ability to quickly capture a market opportunity and expand the facility, entirely non-recourse, with an equity contribution less than is required with bank debt or bonds. The Result: The ability to quickly capture a market demand opportunity, then immediately put the debt to bed, non-recourse, at AA/AAA fixed rates

7 The Situation: A senior living organization wants to acquire an underperforming asset and believes it can significantly improve operations. Agency & Private Sector Solution: Turn Around Acquisition 1. Use a private sector bridge loan to purchase the property with a term of 2-3 years so new / improved operations can be realized. Use a seller note to plug the equity gap. 2. Refinance the purchased property with HUD after about a 12-month track record has been established. The new value should be enough to refinance the senior bridge debt as well as the seller note. The Result: A strategic acquisition now financed with long-term low fixed rate debt that did not require cash equity to accomplish. Equity Takeout The Situation: A growing senior living organization owns some properties with low leverage (relative to their cash flow based or comparable value) and wants to expand. Agency & Private Sector Solution: 1. Value the existing assets, then lever them up to 75% LTV with a bridge loan (use private sector for the short-term goal) or Fannie Mae loan. 2. Use extracted equity to continue to grow the organization s portfolio (fund the new development or acquisition with private sector debt). 3. Refinance the levered properties with HUD in two years (two year seasoning rule on debt used to extract equity) and the newly developed properties in three (three year seasoning rule on new construction debt). The Result: Portfolio growth with the long-term goal of low cost, nonrecourse, fixed-rate permanent debt that is assumable Conclusion Leverage bank-related financing for its purpose: short-term, quick and flexible debt Investment Banking Mortgage Banking Investment Advising Leverage agency financing for its purpose: low-cost, long-term, non-recourse fixedrate debt with no bank ancillary requirements Combining private sector and agency financing can reduce risk, optimize capital structure, and prudently accelerate growth Understand which risk(s) are most important for you to mitigate The current market anomaly will not last Lancaster Pollard & Co. Debt Underwriting Financial Consulting Financial Derivatives Mergers & Acquisitions Private Placements Remarketing Lancaster Pollard Mortgage Company HUD/FHA-Insured Mortgage Loans GNMA Issuer/Servicing Mortgage Loan Servicing USDA-Guaranteed Mortgage Loans Fannie Mae Multifamily & Affordable & Seniors Housing Lender/Servicer Lancaster Pollard Investment Advisory Group Arbitrage Assessment Asset-Liability Management Capital Structure Optimization Fiduciary Investment Consulting Project Fund Management Risk Management Advising Golden rule of financing: Do it when you can, not when you have to 27 7

8 QUESTIONS? Ken Gould Senior Vice President and Northeast Regional Manager Lancaster Pollard 259 N. Radnor Chester Road, Suite 200 Radnor, PA Phone (610)