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SALEM, OR-Holiday Retirement Corp., one of the largest owner and operator of senior housing in the world, has agreed to sell its 299-property, 35,000-unit North America portfolio to a private equity firm. The buyer is New York City-based Fortress Investment Group, the controlling shareholder of publicly held Brookdale Senior Living. Industry sources put the sale price at between $6 billion and $6.5 billion; Holiday's 2005 annual sales were $1.02 billion.

Holiday's controlling shareholder is William Colson, who also owns Colson & Colson Construction Co., which builds facilities for Holiday. Industry sources tell GlobeSt.com that the sale allows Holiday to unravel multiple individual partnerships that owned many of the properties in the portfolio. Although not spelled out in Friday's announcement, sources say the agreement calls for Holiday to continue to operate existing facilities and for Colson & Colson to continue to develop new facilities for Fortress. Neither Colson nor an executive from Fortress could be reached Tuesday for comment.

Jim Moore of Moore Diversified Services, a well known industry consultant based in Forth Worth, TX tells GlobeSt.com that the rumored pro forma capitalization rate on the deal of between 6% and 7% is well below the 8% to 9% that has been typical in the industry until recently. "Capitalization rates for senior housing portfolios have typically been higher than traditional real estate investments because it is thought of as being more complicated," Moore says. "But in the last 18 months they have gone down dramatically."

Holiday Retirement Corp. specializes in the so-called middle market, which is to say they have a model that can accommodate seniors with a more modest income, which a lot of other companies have not been able to do because their costs are too high. The company manages some 85,000 units worldwide.

"Holiday has done an excellent job in the design and construction in order to dig deeper into affordability," says Moore, who has worked for Holiday but has researched the company while doing market research for competitors. "They also make attractive land deals and have an operating model that has lower costs than many, many other operators."

Holiday's portfolio in North America includes 265 properties in the US and 34 in Canada. The transaction is slated to close in the first quarter of 2007. An industry source tells GlobeSt.com the price is in excess of $6 billion. Senior Care Investor, an industry newsletter, pegged the price at $6.5 billion.

Citigroup Global Markets Inc. and Goldman, Sachs & Co. are providing debt financing for the transaction and acted as financial advisors to Fortress. Skadden, Arps, Slate, Meagher & Flom LLP and Davies, Ward,Phillips & Vineberg LLP acted as legal advisor to Fortress. Banc of America Securities LLC and Cohen & Steers Capital Advisors, LLC acted as financial advisor and Foster Pepper PLLC acted as legal advisor to Holiday Retirement Corp.

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