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DALLAS-Packaging the largest buyout in its history, Capital Senior Living Corp. will acquire Hearthstone Senior Services LP in second quarter 2008. The $35-million deal delivers 32 facility leases for 2,200 seniors' units in 10 states, four of which are new markets.

Dallas-based Capital Senior Living and Hearthstone jump-started talks in early 2007, roughly six months after the South Texas company sold its real estate for $431 million to Nationwide Health Properties Inc. of Newport Beach, CA. As part of the bricks-and-mortar sale, NHP pledged to fund future expansions, setting aside $15 million to expand the Woodlands-based Hearthstone's existing facilities, and the exclusive right to acquire its next $300 million of development or acquisitions.

Ralph A. Beattie, executive vice president and CFO for Capital Senior Living, tells GlobeSt.com that it's undetermined at this stage if the buy-out will include the development option, but expansions are on the drawing board for existing facilities "where warranted." Due diligence has just begun. "We'll have a better idea once we get a little bit further along," he adds. The leases will have 13 years left on terms at the projected closing date, with two 10-year options to renew.

"We have known the principals and employees of Hearthstone since its formation in 1993," James A. Stroud, Capital Senior Living's chairman, says in a press release. "The company is pleased that Hearthstone has the confidence in Capital Senior Living to continue the Hearthstone mission."

If the deal is consummated, Capital Senior Living will boost its capacity by 3,800 residents to 13,300, add roughly 1,700 employees and get a new seniors' concept similar to student housing. Hearthstone-branded facilities include two-bedroom suites with shared kitchens, living rooms and baths. "We'll see how it works for us. It does have a very high operating margin," Beattie says, stressing that there are no plans to merge facilities or flip any leases despite overlaps in some cities.

Beattie says the Hearthstone and Carestone flags will remain at the local level of the assisted living and dementia care facilities, which average less than 10 years old and 89% occupancies. Hearthstone's top executives--CEO and managing partner Tim Hekker, CFO James Wang and COO Laurence Daspit--aren't expected to join Capital Senior Living after the deal is done, according to Beattie. Meanwhile, Capital Senior Living plans to meet with regional and on-site management to see who wants to stay.

Capital Senior Living, which went public in 1997, currently employs 4,000 workers at 64 Waterford- and Wellington-branded facilities in 23 states. The buy-out will add three facilities in Alabama, two in Georgia, one in Albuquerque and four in Tennessee--all new states for Capital Senior Living. The balance of the package has overlaps in select cities, but they are far enough apart to not create an imbalance, Beattie explains. The buyer picked up another 15 facilities in Texas, where it already has 18, plus two facilities each in Arizona and Michigan and one each in Oklahoma City, Tampa and Lorain, OH.

"We liked their geographical concentration. It gives up a lot of critical mass in states we are already operating in and better operating efficiencies," Beattie says.

According to the press release, the buyout's financial overview will result in combined revenues of nearly $290 million and annual EBITDAR of more than $94 million. To date this year, the Hearthstone properties yielded about $101.3 million in revenue and $42.9 million of EBITDAR. Administrative expenses totaled $2.6 million.

Capital Senior Living CEO Laurence A. Cohen says post-closing EBITDAR will increase about 32.7%. "We also will be able to spread our corporate overhead across a revenue base of one and a half times our current size," he adds.

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