Citi Investment Banking Pitch Book
January 2023, 20 slides
  1. Citi
  2. AlerisLife
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  4. Investment Banking Pitch Books
banking capital markets advisory real estate lodging preliminary subject to further review and revision project discussion materials for the special committee strictly private and confidential | Citi
disclaimer the accompanying pages contain material provided to the special committee the special committee of the board of directors of or the company by global markets in connection with a potential transaction involving and trust of which is a principal the accompanying material was compiled or prepared on a confidential basis solely for the use of the special committee and not with a view toward public disclosure under any securities laws or otherwise the information contained in the accompanying material was obtained from the company and other sources any estimates and projections contained herein have been prepared or adopted by management of the company obtained from public sources or are based upon such estimates and projections and involve numerous and significant subjective determinations and there is no assurance that such estimates and projections will be realized does not take responsibility for such estimates and projections or the basis on which they were prepared no representation or warranty express or implied is made as to the accuracy or completeness of such information and nothing contained herein is or shall be relied upon as a representation whether as to the past the present or the future in preparing the accompanying material assumed and relied without independent verification upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with and upon the assurances of the management of the company that it is not aware of any relevant information that has been omitted or that remains undisclosed to the accompanying material was not prepared for use by readers not as familiar with the company as the special committee and accordingly neither the company nor nor their respective legal or financial advisors or accountants take any responsibility for the accompanying material if used by persons other than the special committee the accompanying material is necessarily based upon information available and financial stock market and other conditions and circumstances existing and disclosed to as of the date of the accompanying material does not have any obligation to update or otherwise revise the accompanying material nothing contained herein shall be construed as legal tax or accounting advice | Citi
situation overview | Citi
situation overview a five star senior living operates an evolving portfolio of residential and services for older adults facing financial and operational difficulties began its business in by reaching an agreement with its main landlord diversified trust a as senior housing properties trust to the business arrangement between the parties in addition to the replacement of master leases with management agreements the agreement provided for the issuance of stock to externally managed by the group a subsidiary of the group collectively resulting in becoming a shareholder of separately has a business management agreement with in late board of directors was made aware of intention to acquire all of the outstanding shares of common stock of that it does not already own subsequently on the principal of conveyed a verbal all cash offer to purchase for per share capitalization multiples | Citi
at a glance company overview therapy solutions and fitness or collectively brands as well as home health the company manages of these senior living communities living units for diversified trust and owns of these senior living communities living units geographies served portfolio breakdown services | Citi
overview of parties involved ownership organization of public shareholders family trust the group public incorporated public incorporated diversified incorporated | Citi
summary of proposal offeror scope of proposal acquisition of all shares outstanding and not already owned by as of owned of outstanding common stock per common stock share implies equity market capitalization for proposed format structure of contemplated transaction funding financing tender offer no conditions of offer specified subject to execution of a merger agreement not disclosed discussed including minimum acceptance threshold stated that it has already talked with the board of trustees of diversified trust which indicated its willingness to enter into a tender and support agreement with with respect to its interest in both and have indicated that they do not intend to sell their respective stakes in to any other party | Citi
operator landscape | Citi
operator landscape ensign group genesis of public public public pennant public revers a public a i | Citi
recent among operators a broo dale a executed mandatory convert in to raise funds to keep operations running acquired by lee equities and senior housing partners in publicly announced difficult financial condition in the spring of away from of owned properties accepted from conversant effectively taking control of the company in compared to current trading below per share a pooling agreements with replacing them with new management | Citi
key events financial performance enters into year share price may in millions a a | Citi
selected public operators | Citi
selected public operators trading performance pity a firm value consensus period selected public operators ere a a a | Citi
financial projections preliminary financial analyses | Citi
selected assumptions underlying financial projections for | Citi
financial projections | Citi
preliminary illustrative discounted cash flow analysis assumptions terminal year perpetuity growth rate of to cash flows are discounted to using discount rate range of to increase in net working capital implied enterprise value sensitivity | Citi
appendix | Citi
preliminary illustrative calculation | Citi
shareholder base ownership distribution top investors trust group | Citi
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