$1.2 Billion Australian Hospital Portfolio Acquisition
January 31, 2019
$1.2 Billion Australian Hospital Portfolio Acquisition January 31, - - PowerPoint PPT Presentation
$1.2 Billion Australian Hospital Portfolio Acquisition January 31, 2019 DISCLAIMER This presentation contains forward-looking statements. These statements generally can be identified by the use of words such as plans, expects, is
$1.2 Billion Australian Hospital Portfolio Acquisition
January 31, 2019
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DISCLAIMER
This presentation contains forward-looking statements. These statements generally can be identified by the use of words such as “plans”, “expects”, “is expected to,” “does not expect”, “scheduled”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “projects”, “believes”, or variations of such words and phrases or statements to the effect that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “occur”, “be achieved”, or “continue” and similar expressions identify forward-looking statements. Some of the specific forward-looking statements in this presentation, include, but are not limited to, statements with respect to the completion of the proposed acquisition, the financing of the proposed acquisition, the anticipated timing of the closing of the proposed acquisition, the extent to which the acquisition is expected to generate AFFO and be accretive, pro forma NOI, WALE, occupancy and other property metrics. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by management as of the date hereof, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The REIT’s estimates, beliefs and assumptions, which may prove to be incorrect, include the various assumptions set forth herein, including, but not limited to, all conditions to closing the acquisition being satisfied or waived, the acquisition portfolio performing as expected, funding being obtained as expected to complete the acquisition and that currency exchange rates remain consistent. When relying on forward-looking statements to make decisions, the REIT cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not the times at or by which such performance or results will be achieved. A number of factors could cause actual results to differ, possibly materially, from the results discussed in the forward- looking statements, including but not limited to those factors discussed under “Risk Factors”. Certain statements included in this presentation may be considered a “financial outlook” for purposes of applicable Canadian securities laws, and as such, the financial outlook may not be appropriate for purposes other than presentation. All forward-looking statements in this presentation are made as of the date hereof. Except as expressly required by applicable law, the REIT assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All forward-looking statements in the presentation are qualified by these cautionary statements. Certain information concerning Healthscope and Brookfield contained in this presentation has been taken from, or is based upon, publicly available documents and records on file with regulatory bodies. Although the REIT has no knowledge that would indicate that any of such information is untrue or incomplete, the REIT was not involved in the preparation of any such publicly available documents and neither the REIT, nor any of their officers or trustees, assumes any responsibility for the accuracy or completeness of such information or the failure by such entities to disclose events which may have occurred or may affect the completeness or accuracy of such information but which are unknown to the REIT. Funds from operations (“FFO”), adjusted funds from operations (“AFFO”), net operating income (“NOI”) and net asset value (“NAV”) are not measures recognized under International Financial Reporting Standards (“IFRS”) and do not have standardized meanings prescribed by IFRS. FFO, AFFO, NOI, and NAV are supplemental measures of a real estate investment trust’s performance and the REIT believes that FFO, AFFO, NOI, and NAV are relevant measures of its ability to earn and distribute cash returns to unitholders. The IFRS measurement most directly comparable to FFO, AFFO and NOI is net income. The IFRS measurement most directly comparable to NAV is net equity. A reconciliation of NAV, NOI, FFO, AFFO and Normalized AFFO to net income is presented in the REIT’s management’s discussion and analysis of financial condition and results of operations of the REIT for the period ended September 30, 2018, as filed on SEDAR.
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On November 12, 2018, Healthscope Limited (“HSO” or “Healthscope”) announced that Brookfield had been granted access to a period of exclusive due diligence (ending December 21st) following receipt of a revised proposal, which was subsequently extended to January 18, 2019
On January 31, 2019, Healthscope announced that it had entered into a Scheme Implementation Deed with Brookfield to support the Brookfield led acquisition
Latest Brookfield proposal waives due diligence conditions and is fully funded
Under the terms of the Implementation Deed, Brookfield is seeking to acquire Healthscope by way
Takeover Offer is subject to a 50.1% minimum acceptance and is conditional on the Scheme being unsuccessful
The transaction is expected to close Q2-19
In conjunction with the HSO M&A transaction, Brookfield has agreed to enter into sale and leaseback arrangements on 22 of HSO’s freehold properties
NWH has agreed to acquire 11 of the 22 sale properties on a long term, quadruple net, sale leaseback basis valued at $1.2BN, representing a 5.0% initial cap rate (the “Portfolio”)
The property sales are contingent upon the successful completion of either of Brookfield’s Scheme
SITUATION UPDATE
NWH HAS AGREED TO ACQUIRE A PORTFOLIO OF 11 HSO PROPERTIES ON A LONG TERM, QUADRUPLE NET, SALE LEASEBACK BASIS VALUED AT $1.2BN
HSO:ASX A$m Scheme offer price $2.50 Shares outstanding1 1,741 Market Cap 4,353 Net debt 1,343 Enterprise value 5,696
HSO CAPITALIZATION
Notes: (1) Per 3B disclosure dated November 15, 2018
All dollar values in this presentation are in Canadian dollars. Unless otherwise noted Australian dollar values have been converted into Canadian dollars using an illustrative exchange rate of $1.00CAD = $1.05AUD.
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59% 20% 13% 4% 4% 100% Australia QLD VIC NSW SA NT
CORE HEALTHCARE INFRASTRUCTURE IN MAJOR MARKETS
ACQUISITION METRICS
REGIONS
OPERATING THEATRES
DEEPENS EXISTING RELATIONSHIP NOI DIVERSIFICATION2
the REIT as the leader in Australian healthcare real estate
private operator
quadruple net” lease structure, 2.5% annual fixed rent increases strong 2.2x EBITDAR coverage on new 20 year leases
projects with attractive development spreads of 100 bps
annualized AFFOPU
BEDS
PROPERTIES ACQUIRED
OCCUPANCY
ANNUAL RENT INDEXATION
YEAR WALE
INVESTMENT HIGHLIGHTS
INITIAL RENT
ACQUISITION PRICE
CAP RATE1
MELBOURNE CLINIC N O R W E S T
71% 15% 15% 100% Hospital Psychiatric Rehabilitation General Surgical ASSET MIX
Notes: (1) Based on purchase price excluding transaction costs (2) Based on base rent at completion
BRISBANE PRI V ATE Newcastle Private
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Healthscope is Australia’s second largest private hospital operator and a leading provider of pathology services in New Zealand, Malaysia and Singapore
HEALTHSCOPE OVERVIEW
THE REIT EXPECTS TO MAINTAIN EBITDAR COVERAGE IN EXCESS OF 2.2X IN THE IMMEDIATE TERM
Hospitals
Specialist healthcare services, Including acute care, rehabilitation and mental health services
43 private hospitals across all Australian states and territories:
30 hospitals provide acute care treatments
7 dedicated hospitals for health treatment
6 facilities provide dedicated rehabilitation
Includes the Northern Beaches Hospital (“NBH”), which operates under a NSW Government contract
NBH is Single private hospital with public funding that treats private and public patients
A$1,783M A$345M
Revenue FY18A Operating EBITDA FY18A
New Zealand Pathology
24 pathology laboratories and 145 collection centres operating in New Zealand
Healthscope has contracts with 12 District Health Boards (“DHBs”) in New Zealand, covering 75% of New Zealand’s population
Community pathology services in New Zealand operate under 3 Healthscope brands: Labtests, Southern Community Laboratories and Northland Pathology
The sole pathology provider in the South Island
Additional services offered include veterinary and analytical pathology for the corporate and private market
A$240M A$58M
Revenue FY18A Operating EBITDA FY18A
Corporate
Head office and shared service functions including Finance, Payroll, legal, IT and HR
Includes all governance functions Healthscope, including the Board, Executive team and associated functions for public listing
Hospitals New Zealand Pathology 84% 16% % of FY18A
EBITDA1 % of FY18A
EBITDA1
Notes: (1) Excluding corporate
5 NSW 53% VIC 21% QLD 12% NT 10% SA 4% General Surgical 100% NSW 55% VIC 7% QLD 26% NT 12% General Surgical 67% Rehabilitation 19% Psychiatric 14%
HEALTHSCOPE PROPERTY ACQUISITION PORTFOLIO
The Portfolio acquired represents half of Healthscope’s freehold hospital property assets and generated ~32% of Healthscope’s FY18 Hospital Operating EBITDA
Notes: (1) As at 10 October 2018 (2) Main theatres (i.e. excludes procedure rooms and day theatres)
Portfolio locations Portfolio breakdown1
1 1 2 3 1 1 Acute Rehabilitation Psychiatric
freehold hospitals
licensed beds1
theatres1,2
11 1,539 57
Western Australia Northern Territory Queensland New South Wales Victoria Licensed beds by location Licensed beds by hospital type Operating theatres2 by location Operating theatres2 by hospital type
1,539 57 1,539 57
1 South Australia 1
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Australasia 53% Canada 21% Brazil 16% Europe 10% Australasia 43% Canada 26% Brazil 19% Europe 12%
Hospitals 62% MOBs 38% Hospitals 51% MOBs 49%
Acquisition will increase hospital weighting by ~11% to 62%
and decrease weighting from MOBs / other to 38%
Post acquisition 2,3
Further increases exposure to attractive Australian market
NOI BY REGION ASSET COMPOSITION BY INVESTMENT PROPERTY VALUE GROUP PORTFOLIO METRICS3 NORTHWEST’S AUSTRALASIAN EXPOSURE3
Further improves key portfolio metrics
C$ on a consolidated basis NWH Existing ANZ HSO assets Proforma platform
Investment Properties $2.0bn $1.2bn $3.2bn Development Pipeline ~$200M ~$525M ~$725M Properties 59 11 70 Occupancy5 99.1% 100.0% 99.4% WALE (years)5 17.0 20.0 18.1
CORPORATE IMPACT: PROFORMA PORTFOLIO METRICS
Current1 Post acquisition 1,3
Notes: (1) Q3 18 NOI for the 3 months ending 30 September 2018 (annualised) (2) 30 September 2018 adjusted for 3 post balance date German acquisitions by value (3) Shown on a 100% consolidated basis and excluding committed and un-deployed capital (4) NWH ANZ platform includes Vital Trust shown on a consolidated basis and Australia REIT shown at proportionate ownership for the Seed Portfolio (5) Occupancy and WALE weighted by investment property value
Current2 WALE (years) % of rent inflation indexed Occupancy (%)
96.3% 96.7% NWH Pro forma 12.7 13.5 NWH Pro forma 73.4% 85.9% NWH Pro forma
7 Hospitals 82% MOBs 18% Hospitals 72% MOBs 28%
WESTERN AUSTRALIA NORTHERN TERRITORY QUEENSLAND SOUTH AUSTRALIA NEW SOUTH WALES VICTORIA TASMANIA
3 4 10
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~$3.2BN portfolio of healthcare real estate comprised of 70 properties in Australia and New Zealand
NEW ZEALAND
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AUSTRALIA
Occupancy WALE
reviews
Diversified Portfolio Strong Pro Forma Portfolio Metrics
NWH Existing ANZ Platform1
NORTHWEST AUSTRALASIAN PORTFOLIO IMPACT
Map Legend: NWH Existing ANZ Platform Healthscope properties acquired
1 6 2 1 1
Proforma ANZ Platform1
Notes: (1) Weighted by investment property value as at PF 30 September 2018
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FINANCIAL IMPACT
THE HSO PORTFOLIO ACQUISITION PRESENTS BOTH IMMEDIATE AFFO ACCRETION AS WELL AS LONG TERM NAV GROWTH INITIAL AFFOPU ACCRETION OF ~$0.061 TO Q3-18 REPORTED ANNUALIZED AFFOPU, DRIVEN BY LEVEL OF NWH TARGET OWNERSHIP WHICH IS EXPECTED TO RANGE BETWEEN 25% AND 30%
ATTRACTIVE PROPERTY FUNDAMENTALS FUNDING PLAN IN PLACE LEVERAGING EXISITING CAPITAL RELATIONSHIPS 5.0% initial yield supported
by strong underlying EBITDAR coverage
Quadruple net rent structure,
with no maintenance capital requirements
Fixed 2.5% annual rental
increases over 20 year WALE
Accretive ~$525M of
brownfield expansions and capital projects at a 100bps premium to stabilized yields
Total portfolio purchase price
transaction costs
Committed senior secured,
property-level, debt financing
The aggregate equity
requirement is ~$490M for the transaction of which the REIT expects to own a 25% - 30% interest, resulting in a net equity requirement of ~$125M
The REIT expects to fund its
equity requirement with a combination of net proceeds from the sale of its existing investment in Healthscope and previously funded deposits
NWH currently manages an $4.0BN ANZ platform with $2.5BN of committed fee bearing capital across two capital pools (Vital & its JV partner)
NWH is targeting a 25% - 30% ownership level in the Portfolio
Incremental fee bearing capital is expected to be approximately $840M to $900M
Management expects to generate incremental base management fees of between $4M and $7M, subject to final funding structure
Initial AFFOPU accretion of $0.06
$0.06 AFFOPU ACCRETION1 TO Q3-18 REPORTED ANUALIZED AFFOPU CONTRACTED 2.5% ORGANIC SP NOI GROWTH2 Long-term NAV growth AFFO accretion
Notes: (1) Including the impact of other publicly announced events subsequent to Q3-18. (2) SP NOI growth is equivalent to annual fixed rent increases
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DEFENSIVE PORTFOLIO WITH STRONG ORGANIC GROWTH AND DEVELOPMENT UPSIDE
Strategic $1.2Bn Transaction Solidifies NWH’s AUS Leadership Position Excellent Risk Adjusted Returns Meaningful Upside From Development Pipeline Immediately Accretive to AFFOPU
solidifying the REIT as the landlord of choice in Australian Healthcare real estate
~100 bp spread to stabilized yields provides attractive NAV growth potential
INVESTMENT THESIS AND HIGHLIGHTS
Increases Exposure to Attractive Australian Healthcare Fundamentals
population ageing, and rising household wealth; underpin excellent healthcare fundamentals
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ACQUISITION PORTFOLIO OVERVIEW
Property Name State / Territory Local Government Area Hospital Type Licensed Beds Operating Theatres
Brisbane Private Hospital QLD Brisbane City Council Acute 181 15 Darwin Private Hospital NT City of Darwin Acute 150 7 Griffith Rehabilitation Hospital SA Holdfast Bay Rehabilitation 64
NSW Newcastle City Council Rehabilitation 83 4 John Fawkner Private Hospital VIC Moreland City Council Acute 149 4 Lady Davidson Private Hospital NSW Ku-ring-gai Council Rehabilitation 115
NSW City of Newcastle Acute 190 13 Norwest Private Hospital NSW The Hills Shire Council Acute 277 14 The Hills Private Hospital NSW The Hills Shire Council Rehabilitation 111
VIC Yarra City Council Psychiatric 175
NSW Waverley Psychiatric 44
1,539 57
Brownfield Development – Assets Under Development (as at December 2018)
Property Completion Date On-Going Brownfield Spend Completed Brownfield Spend Live Brownfield Spending
John Fawkner Private Hospital December 2019 $49.7m $37.4m $12.3m The Melbourne Clinic June 2019 $28.3m $12.8m $15.5m Total $78.0m $50.3m $27.7m Newcastle Private The Hills Private
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Location Melbourne, VIC (~4 km from CBD) Property Description The Melbourne Clinic is the leading psychiatric hospital in Australia. Built in 1978, expanded in it now has 175 licensed beds Recent and Potential Development Currently undergoing a major ~$29M brownfield expansion project with expected completion in FY’19. Project will add 44 new beds on levels 3 & 4 Operating Performance Strong historical performance as by MD occupancy, margins, and revenue growth Location Brisbane, QLD (~1km from CBD) Property Description Built in 1978 and expanded in the1990s, Brisbane Private is a 181 bed, acute care hospital with 15 main operating theatres Recent and Potential Development ~$57M expansion was completed in FY18 with the addition of 29 beds and 2 operating theatre Operating Performance Attractive EBITDA and historical EBITDA
Brisbane catchment with strong PHI coverage of 66% which is 15% above the Queensland average
Brisbane Private Hospital The Melbourne Clinic
Location Sydney, NSW (~35km from CBD) Property Description Built in 2009, Norwest is a bed, acute care hospital with 14 main operating theatres Recent and Potential Development Norwest underwent ~$67M of expansion in 2017/18 adding 53 beds and 5 operating
land and air rights to accommodate future expansion Operating Performance Excellent historical operating performance as measured by revenue per patient separation, EBITDA margins, and revenue growth
Norwest Private Hospital
ASSET PROFILES
Complete Newcastle, NSW (~9 km from CBD) Property Description Comprising three the Croudace, built in Kingston in 2004, and Cambridge in 2017. It is a 190 bed acute care with 13 main operating theatres Recent and Potential Development Underwent major capital works in H2 2017 with ~$40M spent on 16 new beds, a new main theatre, a Cath lab, car parking, and consulting rooms Operating Performance Good historic revenue and EBITDA growth with
respectively
Newcastle Private Hospital
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Location Adelaide, SA (~12 km from CBD) Property Description Originally built in the 1930’s, it was expanded a hospital in 1985. It is a bed rehabilitation hospital Recent and Potential Development Upgraded to service and utility areas was undertaken in 2009 and a 10 bed ward expansion completed in 2012 Operating Performance Labour cost efficiencies and strong occupancy levels expected to drive higher EBITDA margin. Attractive catchment with strong PHI coverage of 71%, which is greater than SA average Location Sydney, NSW (~8km from CBD) Property Description A three-storey building
1970’s, the 44 bed psychiatric hospital underwent refurbishment in 2006 Recent and Potential Development
Performance Operating performance underpinned by consistently strong
limited local competition
The Sydney Clinic Griffith Rehabilitation Hospital
Location Melbourne, VIC (~8 km from CBD) Property Description Originally built in the it has undergone several expansions and
Fawkner is a 149 bed, care hospital with 4
Recent and Potential Development On-going ~$48M and refurbishment to be complete Q4/19 and add 42 beds and 2
Operating Performance Excellent MD occupancy, and new operating theatres expected to drive higher EBITDA margin
John Fawkner Private Hospital
ASSET PROFILES (CONTINUED)
Complete Sydney, NSW (~30 km from CBD) Property Description Built in the 1970s, the three- storey 111 bed building has undergone a number of expansion and refurbishments the 1990s Recent and Potential Development Capital work completed in 2014 with ~$3M spent on 14 new rehab beds and lift refurbishing Operating Performance Labour cost efficiencies and revenue growth post 2014 capital work expected to drive steady EBITDA margin. Strong PHI coverage of 74%, which is 23% greater than NSW
The Hills Private Hospital
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Location Newcastle, NSW (~12 km from CBD) Property Description Originally built in 1965, the 83 bed and 4 main
rehabilitation hospital was extended westward in 1996 and southwest of the site in 2011 Recent and Potential Development Current capital works being undertaken include internal repainting and an upgrade
to the in-patient ward. Operating Performance Strong historical operating performance as measured by occupancy levels, margins, and revenue growth Location Darwin, NT (~15km from CBD) Property Description Purpose-built in 1988, it a 150 bed and 7 main
storey acute care facility Recent and Potential Development ~$10M refurbishment in FY17 of two lifts and two theatres and the relocation of the kitchen Operating Performance Steady operating performance as by occupancy levels, EBITDA margins and revenue growth. catchment with strong coverage of 62%, which 3% greater than NT average
Darwin Private Hospital Hunter Valley Private Hospital
Location Sydney, NSW (~21km from CBD) Property Description Built over a number of years, commencing in the 1920s, multiple-building facility was significantly extended in Recent and Potential Development An upgrade to the hydro therapy pool was completed in 2018 and an air handling /conditioning plant is currently undergoing replacement Operating Performance Recent hydro therapy pool expected to underpin
expected to remain at a healthy level through cost savings and a drive in
Lady Davidson Private
ASSET PROFILES (CONTINUED)
15 +7%
(7%)
Resiliency during the economic downturn
EXCELLENT RISK ADJUSTED RETURNS
Institutionalization of healthcare real estate. ~120 bp of spread compression between healthcare RE and the All Property Index since 2008 Low volatility through the economic cycle. Healthcare RE was the only asset class that generated positive returns through the GFC Excellent risk adjusted return and highest sharpe ratio relative to other RE asset classes
STRONG PERFORMANCE LOW RISK PROFILE / HIGH SECTOR OUTPERFORMANCE
Source: MSCI
Sector Annual Return Return Volatility Sharpe Ratio
Healthcare 14.0% 2.4% 4.0
Office 10.3% 3.6% 1.7 Retail 9.7% 2.6% 2.1 Industrial 9.9% 3.3% 1.7 Hotel 12.8% 4.0% 2.1
Property Sector Annualized Observations to December 31, 2017 ~200bps ~80bps
AUSTRALASIAN HEALTHCARE - REAL ESTATE OUTLOOK
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1,322
Total public and private hospitals, 2015
47%
% Private hospitals, 2015
Australia's private hospital industry has been growing, fuelled by increased consumer demand for private health care, growth in healthcare in Australia and globe and government support of the industry: Private Hospital Industry
6,624 9,790 10,650 11,228 11,803 12,731 13,895 2004-5 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15
Income in $M
CAGR 7.7%
2 in 3
Electives surgeries are perfomed by Private Hospitals, 2015
Private hospitals provide a wide range of services and are an integral part of the Australian health system.
(1) Refers to expenditure on maintenance and expansion of the hospitals. Source: Australian Bureau of Statics. All numbers come from the last census in 2015.
# Private hospitals 624 # Beds 31,774 Income $ 13,895 million
AUSTRALASIAN HEALTHCARE – PRIVATE HOSPITAL OUTLOOK
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Population Coverage Funding Payors Regulation Services Primary care Outpatient specialist care Hospital care Age-care or Nursing care Mental health care Pharmaceuticals US$ 44 billion (3.3% GDP) Blood supplier, therapeutic goods and facilities, etc. Universal public health insurance US$ 90 billion (6.7% GDP) Australian Government and state, territory and local governments Council of Australian Governments (COAG) Private health insurance (PHI) 47.3% (11.4 million people) Private health insurance (35 private health insurance funds) and out of pocket Australian Prudential Regulation Authority (APRA)
AUSTRALIAN HEALTHCARE – SYSTEM OVERVIEW
Australia’s health-care system is a mix of public and private providers and funders. Government policies encourage enrollment in PHI plans with rebates and income surcharges (1.0%-1.5%)
Australians opt for private health insurance due to government incentives, increased choices of providers (particularly in hospitals), faster access for nonemergency services, and to cover costs of selected services that are not covered by the public system. Public patients can only be treated by public providers and have limited choice. Private services are funded by private fund shares (~65%), federal government’s rebate on health insurance premiums (~21%) and other Australian government (~14%).
23.8
Total population (millions of people), 2015
US$ 133.9
Total healthcare expenditure (billions), 2015
14.7%
Percentage of population age 65 and
Source: The Commonwealth Fund and Australian Institute of Health and Welfare.
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CONTACT INFORMATION
Paul Dalla Lana, Chairman & CEO 416-366-2000 Ext. 1001 Shailen Chande, CFO 416-366-2000 Ext. 1002
NORTHWEST HEALTHCARE PROPERTIES REIT