Medical Properties Trust, Inc. (MPT)
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Earnings Call: Q3 2018

Nov 1, 2018

Speaker 1

Good day, ladies and gentlemen, and welcome to the Medical Properties Trust Third Quarter Earnings Conference Call. At this time, all participants are in a listen only mode. Later, we will conduct a question and answer session and instructions will be given at that time. As a reminder, today's conference is being recorded. I would now like to turn the call over to Mr.

Charles Lambert, Managing Director. Sir, you may begin.

Speaker 2

Good morning. Welcome to the Medical Properties Trust conference call to discuss our Q3 2018 financial results. With me today are Edward K. Aldek, Jr, Chairman, President and Chief Executive Officer of the company and Stephen Hamner, Executive Vice President and Chief Financial Officer. Our press release was distributed this morning and furnished on Form 8 ks with the Securities and Exchange Commission.

If you did not receive a copy, it is available on our website atwww.medicalpropertiestrust.com in the Investor Relations section. Additionally, we're hosting a live webcast of today's call, which you can access in that same section. During the course of this call, we will make projections and certain other statements that may be considered forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our financial results and future events to differ materially from those expressed and or underlying such forward looking statements. We refer you to the company's reports filed with the Securities and Exchange Commission for a discussion of the factors that could cause the company's actual results or future events to differ materially from those expressed in this call.

The information being provided today is as of this date only and except as required by the federal securities laws, the company does not undertake a duty to update any such information. In addition, during the course of the conference call, we will describe certain non GAAP financial measures, which should be considered in addition to and not in lieu of comparable GAAP financial measures. Please note that in our press release, Medical Properties Trust has reconciled all non GAAP financial measures to the most directly comparable GAAP measures in accordance with Reg G requirements. You can also refer to our website at www.medicalproprietarytrust.com for the most directly comparable financial measures and related reconciliations. I will now turn the call over to our Chief Executive Officer, Ed Aldag.

Speaker 3

Thank you, Charles, and thank all of you for joining us today. The 3rd quarter served as another testament to the value of the MPT portfolio as we closed on multiple transactions both domestically and abroad resulting in strong double digit returns. We've spoken a good bit about our German inpatient rehabilitation hospitals joint venture with Primonial Group and the deal valued at €1,630,000,000 which produced an unlevered IRR exceeding 15%. I want to talk a little more today about 2 other transactions that were also highly successful for MPT. In 2,005, we agreed to fund the development of an acute care hospital in Cypress, Texas with a group of local physicians who wanted to create a better healthcare experience for the patients in this Houston community.

The hospital opened in 2007 with 64 acute care beds and 1 medical office building on campus. Because the hospital experienced incredible growth year after year, licensed bed capacity was increased to 139 beds. Strong physician leadership and experienced management team and community need are some of the key factors leading to this hospital's success. The 11 year success of this hospital eventually led to the largest U. S.

For profit hospital operator, HCA, knocking on their door with an offer to buy North Cypress. The sale returned NPT a total of $148,000,000 which represented $86,000,000 above our original investment. In early 2012, we announced the Earnest Health transaction, where we essentially invested approximately $100,000,000 into the Earnest operations in addition to $300,000,000 in the real estate. At the time of the announcement, we noted that this investment would give MPT upside over and above the strong real estate returns from leases and mortgage loans. That upside was validated with the completion of the recapitalization of Ernest by One Equity in early October.

During the 6 plus years of our investing in the operations of Ernest, we almost doubled our initial investment earning almost $95,000,000 of cash returns. Additionally, we still maintain real estate investments in 25 outstanding post acute facilities and look forward to continuing to support Ernest with continued growth capital. Proceeds from these transactions have been utilized to reduce debt and further strengthen our already strong balance sheet. This is well positioned us to take advantage of our robust pipeline, while continuing to maintain our selective approach. Our overall acquisition pipeline continues to be as strong as it has ever been, approximating around $5,000,000,000 in total active negotiations, including approximately $3,000,000,000 domestically and $2,000,000,000 in international opportunities.

We will continue to update you as we progress with signed commitments. Steward, our largest tenant continues to perform at anticipated levels with same store trailing 12 month EBITDARM coverage exceeding 3 times. I had previously noted potential divestitures of 2 Steward Hospitals. Steward has decided to keep these 2 hospitals and has re energized the local markets with new leadership and a strategic plan for strengthened and sustained performance. Our media and rehabilitation facilities continue to perform well with a combination of top line revenue growth and reduced operational costs compared to prior year.

This has resulted in a year over year increase in EBITDARM coverage to approximately 1.7 times, an increase of 8% from the prior year. You may have seen the recent news articles about Median's equity partner, Waterland, running a sales process for their investment in the operations. They are beginning the final round of this process. We met recently with Waterland for an update and are very pleased with the indications of interest from various international groups. We will continue to maintain our investment in the real estate and expect that we will be a part of the growth capital there for many years to come.

Prime finalized its settlement with the Department of Justice during this quarter as anticipated. Prime continues to perform well with EBITDARM coverage for the trailing 12 months ending Q2 2018 at almost 4.7 times. Additionally, prom's cash collections continue to track with net revenue. Overall, year over year same store EBITDARM coverage is up 17%, driven primarily by strong year over year improvements from our acute care facilities. This quarter also saw increased coverages across all geographic regions, both domestic and international.

With this quarter's reporting, we added a net of 1 property to our same store reporting. As noted above, this quarter we sold our North Cypress general acute care hospital and we added 2 general acute care hospitals to the same store reporting. Our same store total portfolio EBITDARM coverage for the trailing 12 months Q2 2018 is 3.2 times, which represents a 17% increase year over year and a 0.5% increase quarter over quarter. Same store acute care EBITDARM coverage increased to 4 times, which represents a 22% year over year increase and a 0.5% quarter over quarter improvement. IRF EBITDARM coverage increased to approximately 2 times, which represents a 6.5% year over year coverage and a 2% quarter over quarter improvement.

U. S. IRFs represent about 4.8% of our total portfolio. LTACH EBITDARM coverage decreased to 1.5 times, which represents a 14 basis point year over year and a 15 point basis point quarter over quarter decline. Now it is important to note that this coverage decline is driven by 1 facility whose EBITDARM coverage declined from over 9 times to a still very strong coverage of over 4 times, primarily as a result of one time expenses related to expanding operations.

LTACHs represent approximately 3% of our total portfolio. The United States represents 79 0.6% of the total portfolio. Over the next year or so, we'd like to see the international portion continue to increase to more like 30 plus or minus percent. Acute Care Hospitals continue to make up the bulk of our investments domestically at 79%, which is right in line with our target range. Our top three tenants are Steward at 37%, Prime at 11%, and Median at 11%.

It is an important reminder that approximately 91.5% of our same store portfolio is master leased, cross defaulted and or includes a parent guarantee. Additionally, our portfolio is diversified across 29 different operators. September marks the 1 year anniversary of Steward's acquisition of IASIS. In the last 12 months, Steward has made significant progress in developing efficiencies, implementing operational best practices, recruiting new physicians and beginning to achieve economies of scale benefits. Significantly, Steward has invested in his management team, moved his headquarters to a geographically central location in Dallas and their divisional operations are producing solid results.

Their divisions are producing EBITDA results that range from 2.5 times to 3.75 times. While Stewart represents 37% of our portfolio, long term MPT investors know that our underwriting focus on healthcare operations and we divide Stewart's operations into 6 different markets. Their largest division is in Massachusetts and represents approximately 14% of our portfolio. Their next largest division is the Salt Lake City market in Utah and represents a little more than 10%. In total, Steward's 6 divisions have different market and operational characteristics, but our credit is strong with a master lease and loan agreement in place.

Lastly, we continue to see exciting progress on our ongoing construction projects in Idaho and the United Kingdom. Our Surgery Partners project in Idaho recently completed Phase 3 is on schedule and expected to be completed by the end of 2019. Our Circle Acute Care and Rehabilitation Development Projects in Birmingham, UK are expected to be completed in the Q1 of 2019 and the Q3 respectively. 2018 has been a tremendous year for MPT and 2019 is shaping up to be another fantastic year. Steve?

Thank you, Ed.

Speaker 4

For the last 18 months, our primary focus, of course, has been on positioning MPT to continue delivering sector leading growth in investments, FFO per share and dividends. That process is now virtually complete. And before we discuss the quarterly results and our future expectations, I just wanted to summarize those major steps we took to successfully execute this strategy. We sold assets including through our German joint venture that created more than $673,000,000 in gains net of certain adjustments and cash proceeds exceeding $1,500,000,000 Each one of those transactions proved the outstanding increase in value we created since initial acquisition of the sold assets. Importantly, they covered all of our asset types including large acute care hospitals, rehabilitation hospitals, long term acute care hospitals, international assets and RIDEA equity investments such as our highly successful Earnest transaction.

We used proceeds to reduce our debt to a sector leading 4.5 times ratio of net debt to EBITDA. We significantly increased the value of our Steward master lease by acquiring previously mortgage facilities and joining those to the master lease. Whereas previously, one half of the initial $1,200,000,000 Steward portfolio acquired in 2016 were in the form of mortgages, 100% of that portfolio is now master leased. This makes our Steward investment even more valuable than it already was. And if in the future, we elect to access inexpensive capital through a joint venture or other disposition of these assets, we already have indications that the new all lease structure will result in substantial incremental proceeds over what we were previously considering earlier this year.

During this time of restructuring, even as we completed these transactions, we further developed our acquisition infrastructure, leading to what has become the largest and most diverse acquisition pipeline that we have ever had. We are adding acquisition professionals and support staff and have invested in data resources both in the U. S. And in our Luxembourg office. We are replacing our previously outsourced accounting and administrative functions in Luxembourg with MPT employees, which is expected to lead to reduced G and A and more effective operations there.

That all brings us to where we are today. MPT has more than $2,000,000,000 in cash and revolver availability that we plan to invest over the next 12 months. We expect that at the end of that process, our balance sheet will remain lowly levered and we will have significant remaining liquidity for even more accretive acquisitions. Our portfolio at that time should be generating $1.46 to $1.50 per share. And you just heard Ed describe the $5,000,000,000 plus actionable pipeline we are working.

So it is entirely possible that we could even exceed those outstanding results in 2019. In any case, we offer our shareholders the almost unique opportunity for strong growth in FFO and dividends as the hospital real estate sector continues to grow and offer very attractive investment opportunities. So I'll briefly describe our reported results. This morning, we reported normalized FFO of $0.35 per diluted share for the Q3 of 2018. Importantly, this does not include almost $650,000,000 or $1.76 per share of net realized gains on asset transactions during the quarter.

The quarterly results do reflect the temporary dilution from the use of sale proceeds to reduce our debt balances to a level equivalent to the aforementioned 4.5 times in place EBITDA. Adjustments reconciling NAREIT FFO to normalized FFO are consistent with those of previous quarters, including acquisition and transaction costs and accrued straight line rent related to sold properties. I'll be happy to take any questions about this in our Q and A. As we reported in our press release this morning, we expect 2018 normalized FFO to approximate $1.36 per diluted share. Based on our present expectations about the timing of acquisitions and sources of capital in 2019, we expect normalized FFO for calendar 2019 to grow to a range of between $1.42 to 1 $0.46 And as I noted earlier, we expect the portfolio at that time would generate annualized normalized FFO of between $1.46 to 1 $0.50 That is about an expected 8% plus growth rate compared to expected 2018 normalized FFO.

And with that, we'll be happy to take questions. Operator?

Speaker 1

And our first question comes from the line of Jordan Sadler from KeyBanc Capital. You may begin.

Speaker 5

Thank you. Good morning. Can you first run us through what you're seeing in the pipeline? I mean, you seem very optimistic, which I suspect means you guys are getting closer to being able to close and you've even baked it into the guidance at this point. But so is there any additional color you can offer around what's in there?

Speaker 3

Jordan, it is the same type of properties that I've mentioned on the last two earning calls, which is primarily almost exclusively acute care hospitals. It is both domestically and internationally broken up in the numbers that I gave earlier. But the guidance that we've given is that we believe that we can do at least $2,000,000,000 but as Steve pointed out, we think that we have the ability to even exceed that. So we are very optimistic about where we are in the negotiation. We're very optimistic about what we see, but certainly not ready at this point to give you any more specifics than that.

Speaker 5

Okay. How is pricing looking?

Speaker 4

So if you look across all of what we have baked into our estimate and that assumes over the course of 2019 identifying the activities we're working on. Bottom line is we expect 7 0.5 to 8.5 kind of an all in blended rate. And that's what gets us to the run rate of $1.46 to 1.50

Speaker 5

dollars Is that on a GAAP basis, Steve?

Speaker 4

It is.

Speaker 5

Okay. And ratable, a fair assumption for the year's guidance?

Speaker 4

No, we wouldn't say that. We're hopeful that one would be early in 2019 and then there are others that we assume will come in the first half. The biggest chunk would be after the end of the first half.

Speaker 5

But closer to the middle of the year?

Speaker 4

Yes, weighted all in, yes.

Speaker 5

Okay. And lastly, how are you financing this in guidance? Is this is there an equity component?

Speaker 4

Yes, there is. We assume in our guidance the permanent financing And to result in as we've discussed both in the press release and on this call, conservative leverage in the range that we've always talked about.

Speaker 5

Okay. I'll yield the floor. Thank you, guys.

Speaker 6

Thanks, Jordan.

Speaker 1

And our next question comes from the line of Chad Vanacore from Stifel. You may begin.

Speaker 7

Good morning. Good morning, Chad. Hey, how are you doing, Ed? Just the cap rate range that Steve just gave of 7.5% to 8.5%, is it fair to assume European assets trending towards the lower end of that and domestic on the higher end?

Speaker 3

That is a fair assumption.

Speaker 7

All right. And then would you look outside of Europe for investments or are you just focused on that area?

Speaker 3

Well, as you know, when we first started looking outside of the United States, our very first look at was in Australia. We didn't do anything in Australia, but we have continued to follow it along. We would make investments there as well. But primarily, we're talking about Europe.

Speaker 1

All right. Thanks.

Speaker 7

And that's about it for me. Thank you.

Speaker 3

Thanks, Chad.

Speaker 1

And our next question comes from the line of Drew Babin from Baird. You may begin.

Speaker 8

Hey, good morning.

Speaker 2

Good morning, Drew.

Speaker 8

Question on the Steward lease additions. I guess, does that change the cash versus GAAP yield dynamics at all? I know those mortgage properties were, I think, a straight cash yield. Does that now kind of is that subject to increases over time? And is there anything that might happen with straight line rent with near term results that might influence AFFO?

Speaker 4

Drew, from a cash perspective, nothing changed. From a reporting perspective, because they're now leases, we will be accruing a straight line component. But the escalation was always in the mortgage agreement. So we were always a beneficiary of annual escalation. We just didn't recognize that from an accounting perspective.

Speaker 8

Okay. That makes sense. And I guess, can you talk a little more about the valuation differential, the way that investors look at these mortgage investments relative to lease investments, maybe quantify it in terms of cap rate spread between what they'd be willing to pay? Are they looking at the mortgage investments essentially at book and the leases, obviously it capped cash flow or is the answer sort of somewhere in between?

Speaker 4

So we don't think there should be much of a difference. The big difference is in two perspectives. Number 1, it's hard to get financing for a mortgage. I'll put it this way. It's harder to get affordable financing for a mortgage.

So for example, if we were to sell the mortgaged or the mortgages, it would be difficult for the buyer to get full value for that. So that's one component of how it impacts pricing, but that's only if we're sellers. The other issue is, of course, in the event of kind of apocalyptic stress at the operator that leads to bankruptcy, the mortgage is much more difficult for us as the mortgagee to deal with than a leases. So that's the big difference. When we do these mortgages as part of doing a larger sale leaseback transaction, the economics are virtually the same.

Speaker 8

Okay. And one last question and more of clarification. It would appear the Promonial deal, it's unconsolidated, correct? Right. Maybe?

Right. Okay. So the equity and income coming from that would be in other income on the income statement and the investment would be in other assets on the balance sheet, I would assume. And have you given any thoughts on maybe giving a little additional disclosure on that JV given that in the supplemental it's still listed as a pretty large share of your revenue, the median investment?

Speaker 4

Yes and yes. Your assumptions about the reporting are exactly correct. And yes, we have given thought to that. But given the really the short time since they've actually been in the joint venture just 1 month during the quarter, we elected to defer that until the next quarter when we absolutely do intend to give more fulsome disclosure about what's actually happening at that joint venture level.

Speaker 8

Great. Very much appreciate it. That's all for me.

Speaker 7

Thanks. Thanks, Drew.

Speaker 1

And our next question comes from the line of Michael Carroll from RBC Capital Markets. You may begin.

Speaker 5

Yes, thanks. Ed and Steve, can

Speaker 9

you talk a little bit about the $2,000,000,000 of deals that you've been highlighting in the call? And forgive me if you already disclosed this, but did you highlight what percentage of that's going to be within Europe and what percent could be in the U. S?

Speaker 3

Well, I said earlier that of the $5,000,000,000 that we're in active negotiations over about $3,000,000,000 of that is in the U. S. And about $2,000,000,000 of it is outside of the U. S.

Speaker 9

Is that the same percentage in the $2,000,000,000 that you highlighted in guidance?

Speaker 3

Yes, yes.

Speaker 9

Okay, great. And then Ed, I mean you keep on highlighting too that you want to get the European portfolio back up to about 30% of the total portfolio. I mean, is there a timeframe you're thinking about to achieve that goal? Is it just something that you just want to do eventually?

Speaker 3

No. We've been there before, but then with the IASIS acquisition, we've moved obviously back down from a percentage standpoint, but I suspect that we will be there by during 2019.

Speaker 9

Okay, great. And then, Steve, for the equity component that you highlighted that you included in guidance, is that an offering that you expect to do? Or are you still contemplating potential asset sales or other JV type transactions to fund those?

Speaker 4

So for purposes of the guidance, it's pretty conventional. Permanent financing, we assume unsecured debt and common equity.

Speaker 9

Okay. When that day comes though, you're also going to be looking at doing some type of JV too if you can get better valuation, is that correct?

Speaker 4

So we're also always looking at that, always thinking about what's the best long term, most affordable and efficient capital. Obviously, we hit the ball out of the park with the German Primonial joint venture. And so yes, we will always be considering that. And as I mentioned a little bit earlier about the rationalization of the Steward portfolio away from the mortgages. It makes it all the more marketable if in fact we were to elect to do that and there's no immediate plan do that right now.

Speaker 7

Okay, great. Thanks.

Speaker 1

And our next question comes from the line of Gerry Trumpton from Deutsche Bank. You may begin.

Speaker 10

Good morning.

Speaker 11

Good morning.

Speaker 10

Could you tell us a little more about your new approach to leverage? It seems like you're no longer focusing on a target or historical ranges, but where do you feel most comfortable leverage wise and how are you guys thinking about it?

Speaker 4

Well, we don't think we've changed. If you look across the last 8 or 10 years with periodic exceptions, like we're in a period of exception right now at 4.5 times in the past, we've been as high as 6 plus times. But the goal is to operate in that roughly mid-5s level, which we think is actually more than appropriate given the fact that we don't have mortgage debt, so we don't have periodic mortgage refinancing. We don't have capital expenditure obligations that all rest on the tenant. So we feel like that 5.5% range is the right place to be.

Speaker 3

But Derek, I think it's important to point out, I think you're alluding to this, the 5.5% range is we think a conservative number and where we'd like to operate, but it's not cap. It doesn't put us in a box.

Speaker 10

Got it. And just switching gears just slightly, what kind of development opportunities are you seeing out there? And do you are there any increased efforts to ramp that up next year in addition to the acquisitions? How are you thinking about that?

Speaker 3

So over the course of the last 15 years, there haven't been a whole lot of development opportunities. Hospitals don't often start from scratch in building new facilities. We do have some. We have some like the one in Idaho that we're working on and the one in the U. K.

That we're working in. We have some others in the pipeline, but as a percent of the total pipeline, they are very, very small.

Speaker 10

Thanks, guys.

Speaker 1

Thank you. And our next question comes from the line of Tayo Okusanya from Jefferies. You may begin.

Speaker 12

Hey, this is Austin Caitlin on for Tayo. I just want to follow-up on some of the opening remarks around coverage on Steward. Was that EBITDAR or EBITDARM?

Speaker 4

EBITDARM. And what is the EBITDAR coverage on that?

Speaker 3

It's about a 50 basis points lower.

Speaker 12

50 basis points lower. Okay, great. And then as you look at the $2,000,000,000 in acquisitions for 2019, could you guys give maybe a pro form a of what that could reduce Steward's exposure to? Thank you.

Speaker 4

Yes, good question. At the end of that process, being investing $2,000,000,000 and by the way, there is nothing in the pipeline, that $2,000,000,000 pipeline for Steward. Steward would be down from its 37%, 38% now to the low 30s, 32%, 33%. And again, that's what the initial $2,000,000,000 But again, I'll take the opportunity to reiterate what Ed mentioned is that Steward is really 6 different operations, 6 totally different markets, 6 different local management teams, the largest of which is Massachusetts at about 14%. And that's the way we underwrite, that's the way we manage and that's the way we look at the concentration risk.

When it comes to any particular operator, any of those I'll put it this way, none of those 6 markets are dependent upon any of the other markets or dependent upon headquarters to continue to operate. The coverages that Ed gave for Steward, of course, they vary across those markets, but all of them on a market level basis are very, very strong 2 plus times coverage.

Speaker 12

Great. Thank you. And last one for me. I believe in the opening remarks, you just touched upon G and A coming down a little bit. I saw it spiked up little bit in 3Q 'eighteen, maybe just what we should expect

Speaker 4

for 4Q 'eighteen? Yes, it did spike up. There are a handful of reasons for that, none of which on their own make a big difference, but they accumulate to what you saw the roughly 1% spike up, including top line revenue was reduced for the top accounting moving out of revenue and down into equity and earnings. There were fairly meaningful one time professional fees in completing not only the top transaction, but in some of the infrastructure cost in Luxembourg that I mentioned. And with the more than €1,000,000,000 proceeds that we got that we haven't yet reinvested that's sitting in banks in Europe.

And unfortunately over there, they charge you to use their bank. So there is a roughly $500,000 charge for negative interest that's included in G and A. All of that, of course, we expect to go away in future quarters.

Speaker 12

Great. Thank you.

Speaker 1

Thank you. And our next question comes from the line of Juan Sanabria from Bank of America. You may begin.

Speaker 13

Hi. Just following up on that last G and A question. Can you give us a sense of what's assumed in the 2019 guidance?

Speaker 4

I can't tell you specifically, but clearly more normalized G and A that will take advantage of the 20% plus growth in assets and revenue. So I'm sorry, that's as specific as I'm able to be right now.

Speaker 13

Okay. And then for the cap rate discussion, should we still be thinking that European cap rates are now sub 6%? And you kind of highlighted Australia, Healthscope is out there. Are you interested in those assets at present and where are those kinds of valuations at or cap rates?

Speaker 4

No, the European assets could be as low as sub 6%. I think we've tried to make that clear in recent months. We wouldn't comment on any specific transaction such as Healthscope or anything else. Okay.

Speaker 13

But anything outside of Europe, internationally is or is not contemplated in guidance?

Speaker 4

No, we haven't disclosed in that level of detail where the acquisitions will actually be sourced.

Speaker 13

Okay. And then just one last question on the balance sheet, the $2,000,000,000 if you did fund that all with cash available liquidity on the line or otherwise, what would the pro form a leverage be assuming no equity or dispositions?

Speaker 4

Yes, I don't know. I mean that's not our plan, but it would still remain less than 6 times. But and look, we could do that, but that's not realistic. That's why when we give this guidance, it's long term permanently capitalized guidance. So we wouldn't expect to ride the line that has a 2 year term for a 30 year asset.

Speaker 13

Okay. And just one last one for me. I got a question from an investor. Just with regards to Stuart, I know you guys view it as I think you said 6 different pools, but do the rating agencies view it the same and is that an impediment at all too from a credit rating perspective?

Speaker 4

No, the agencies look at it at the top line level.

Speaker 13

Meaning the full exposure?

Speaker 4

Yes, yes.

Speaker 13

Got you. Thank you.

Speaker 1

Thank you. And our next question comes from the line of Karin Ford from MUFG Securities. You may begin.

Speaker 14

Hi, good morning.

Speaker 1

Hi Karen.

Speaker 14

Hi. Just wanted to get your view explicitly. It sounds like from your comments about your viewing stewardess different regions that you currently have no more plans to do any asset sales or pursue another joint venture to bring down that exposure?

Speaker 3

Well, Karen, we don't have any active discussions with doing a joint venture to do that right now. Obviously, if the right opportunity comes along, we would still consider it. But if you look just at the acquisitions that we have projected for 2019 and as Steve pointed out earlier, none of that includes any additional Steward properties, you already began to see getting that number down fairly significantly. I believe that gets it down into the high 20s.

Speaker 14

Yes. I think you said like 32% to 33%, you're comfortable at that level?

Speaker 3

What on any one operator, I'd like to see it in below 30%.

Speaker 14

Okay. Okay. And the earlier discussion we had about the differential in valuation between owning the fee simple interest versus the mortgage interest. Should we think about that in terms of the $14,000,000 additional money that you paid to Stuart when you made the conversion? Is that a good estimate on sort of the benefits that you outlined on the fee simple ownership?

Speaker 4

No, that's a fair comment and has something to do a lot to do frankly with the increase that we were willing to pay over the mortgage balance, small as that is. But it's also some of those well, all of those properties we've held now for 2 years and they frankly are more valuable today than when we mortgage them or when Steward mortgage them 2 years ago.

Speaker 14

Great. And last question for me. Can you give us an update on the status of the Adeptus sales?

Speaker 4

Yes, we have basically completed the transition of all of the Adeptus properties that as we sit here today, we think will be transitioned. So that leaves 7 that we think will be sold. And although that could change, it's a very rapidly moving dynamic. And so that's where we are with Adeptus. It's likely that we will sell those 7, but it could be just as likely that we'll retain them.

Speaker 3

Yes. We seem to have more interest for them today than we did even 3 months ago. Yes, exactly.

Speaker 14

Good stuff. Thank you.

Speaker 1

And our next question comes from the line of Eric Fleming from SunTrust. You may begin.

Speaker 6

Good morning. I wanted to dig a little bit more on the pipeline. It looks like the pipeline has effectively flipped between U. S. And Europe.

Obviously, it's pretty fluid. But Ed, last quarter, I think you were indicating there's a potential for upwards of $1,000,000,000 in that pipeline to close aggressively by year end, but early in 2019. So I just want to make sure the timing into 2019, is it like a slug at the start of the year and then another slug potentially midyear? Is that kind of the way you're talking about the 2019, 2,000,000,000

Speaker 3

dollars Eric, that's generally right, but that slug is probably too big, but that's generally right.

Speaker 6

Okay. Thanks.

Speaker 1

And our next question comes from the line of Todd Stender from Wells Fargo. You may begin.

Speaker 11

Hi, good morning. Thank you.

Speaker 3

Hey, Todd.

Speaker 11

I had some questions about the mechanics. I think I'm going to save those for offline. I'll probably call you guys later just from the mortgages, the Steward mortgages, the ownership. But Steve, you've highlighted maybe there was a chance that the value has gone up in the properties. Does that mean your cost basis will change as well from what maybe what you were holding the mortgages at versus what the ownership will be?

Speaker 4

Yes, of course. Yes, we will be earning the lease rate based on the purchase price.

Speaker 11

Okay. And do you guys or can you provide what the rent coverage has been over the last 2 years on those 5 hospitals?

Speaker 3

The Stuart ones we just converted, yes, we haven't gotten that specific into each one of the individual properties. We have broken it out by regions, but not individually on the properties. Of course,

Speaker 4

we've only owned a few for 2 years and most of them for 1 year, if I understood the question.

Speaker 11

Yes. Just to get a sense that there's some value creation that's gone on that we can quantify. And then I guess, you highlighted in the press release that this change, it will improve the credit metrics of the portfolio. Is that just simply that Stewart will no longer have as much mortgages on their books? Is that kind of how we look at it?

Speaker 4

No. It makes our portfolio more valuable for the reasons I described a little bit earlier about making the properties more marketable, that's what's meant by that. And it also in the certainly unexpected event of a bankruptcy, the power of a leased facility over a mortgage facility is very, very wide and that in itself brings great value versus a portfolio of mortgages, for example.

Speaker 11

Okay, great. Thank you.

Speaker 3

Thanks, Todd.

Speaker 1

And our next question comes from the line of Michael Mueller from JPMorgan. You may begin.

Speaker 15

Yes, hi. A couple of questions. First, for the 30% mix of Europe by the end of next year, is that just based on the likelihood of what you think is going to end up closing next year, so that's where you end up? Or is it a little bit more for reasons X, Y and Z, 30% is the right mix for the portfolio to have there?

Speaker 3

No. You may recall that when we first made our initial investment overseas, we always have said that our goal was in the 30 plus or minus range and we have fluctuated over the years with that number based on our acquisitions in both locations. But we expect that we will be in and around 30% maybe a couple of times next year as we go through the acquisitions, not exactly sure where we'll end up the year, but probably ought to be very close to that.

Speaker 15

Okay. And then on the financing side, to the extent that you're in the debt markets next year, I mean how should we think about domestic versus euro debt?

Speaker 4

Well, it will track exactly with the acquisitions, if that's the question, yes.

Speaker 15

Okay. That's it. Thank you.

Speaker 3

Thanks, Mike.

Speaker 1

And our next question comes from the line of Juan Sanabrio from Bank of America. You may begin.

Speaker 13

Hi. Just following up on Mike's question on the debt side. So you wouldn't necessarily increase the leverage on any European acquisition to minimize tax leakage? And could you just talk about where you see debt costs in the unsecured market for both Europe and the U. S?

Speaker 4

Yes. Your colleagues on the other side of the bank tell us about if we were to go out today on 10 year U. S, we're probably looking in high fives to 6. You could see that as low as 200 bps lower in Europe. Okay.

Speaker 13

And the comment about increasing the leverage relatively to any European acquisitions, is that valid just from a tax leakage perspective?

Speaker 4

Yes, generally. Although in most jurisdictions in Europe and it's coming here by the way, there are limitations as to tax deductibility of interest that's driven by borrower EBITDA. And so there's quite a lot that goes into structuring a European deal to minimize the tax leakage.

Speaker 13

Okay. And one last one for me, probably for Ed, I guess. On the political front, obviously, we have the election coming on Tuesday. If the Republicans hold both the House and the Senate, do you see any risks? I know you always like to say you can't paint the picture in this country without the need for hospitals, but on the margin, any risk to profitability if Republicans hold, given articulated plans around the Affordable Care Act and the like?

Speaker 3

Yes. Well, we don't see any big political changes regardless of who wins the elections next week right now.

Speaker 13

Thank you.

Speaker 1

Thank you. And I'm showing no further questions at this time. I'd like to turn the call back to Ed for closing remarks.

Speaker 3

Thank you, operator, and thank you everyone for listening in today. And if you have any additional questions, please don't hesitate to give us a call. Thank you very much.

Speaker 1

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program and you may all disconnect. Everyone have a great day.

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