NorthWest Health Prop Real Est Inv Trust Q3 2025 Earnings Call Transcript

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Provided by Quartr
November 12, 2025

Key Takeaways

  • Positive Sentiment: Operational results were strong: consolidated same-property NOI rose ~4.4% YoY, portfolio occupancy was 96.9% with a WALT of >13 years, and the REIT renewed ~200,000 sq ft at a 90% retention rate while AFFO per unit increased to $0.11 (up 16% YoY) and the payout ratio improved to 85%.
  • Positive Sentiment: Vital internalization agreed: Northwest will receive NZD 214 million (estimated net proceeds ~CAD 150 million), the deal is expected to be AFFO‑neutral initially, will materially reduce G&A in the region, and cut proportionate leverage by ~300 basis points while leaving Northwest as ~25% owner with board representation.
  • Neutral Sentiment: Europe strategic review launched: advisors have been engaged to explore alternatives for a majority of wholly owned assets in Germany and the Netherlands to potentially repatriate capital to North America, but there is no guarantee a transaction will occur and timing/proceeds remain uncertain.
  • Positive Sentiment: Healthscope update — rent now current: Healthscope voluntarily ended its rent deferral as of Oct 31, repaid deferred rent with interest so lease payments are current, and the sale/operational transition process is ongoing with a hoped-for operator selection by year-end and full transition by mid-2026 (timing remains fluid).
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Earnings Conference Call
NorthWest Health Prop Real Est Inv Trust Q3 2025
00:00 / 00:00

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Operator

Welcome to the Northwest Healthcare Properties REIT third quarter earnings conference call. At this time, all lines are in listen-only mode. Following the presentation, we will conduct a question-and-answer session. If at any time during this call you require immediate assistance, please press star, then zero to reach an operator. This call is being recorded today, Wednesday, November 12th, 2025. I would now like to turn the conference over to Alyssa Barry, Investor Relations for Northwest. Please go ahead.

Alyssa Barry
Head of Investor Relations at Northwest Healthcare Properties REIT

Thank you, Operator. Good morning, everyone, and welcome to Northwest's Q3 conference call. This call is being recorded, and the replay will be made available on our website at www.nwhreit.com. Today's discussion includes forward-looking statements. As always, we want to caution you that such statements are based on management's assumptions and beliefs. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from such statements. Please see our public filings on SEDAR+, including our MD&A and annual information form for a discussion of these risk factors. Please note all currencies referenced today are in CAD unless otherwise stated. Our Q3 investor presentation, which is available on the investor relations section of our website, provides more detail on Q3 portfolio performance, financial metrics, and our accomplishments.

Alyssa Barry
Head of Investor Relations at Northwest Healthcare Properties REIT

Presenting on today's call are Zack Vaughan, our CEO, Stephanie Karamarkovic, our CFO, and we have Mike Brady, our President, and Tracey Whittal, our COO, here to present as well and available for the question-and-answer session. I will now turn it over to Zack for his opening remarks.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Thank you, Alyssa. Good morning, everyone. Thanks to you all for joining us on the call today. Our results in the third quarter were strong. Operationally, our portfolio performed well. Same property NOI grew. It's up about 4.4% year-over-year. We completed about 200,000 sq ft of leasing during the quarter, where, importantly, we realized a 90% retention ratio on the expiring leases. This really shows how sticky our tenants are and that our properties are critical to the operations of the clinics, the surgery centers, the hospitals, and other doctors and specialists that take space in our portfolio. Our financial metrics continue to trend in a positive direction, with leverage and payout ratios both coming down. The recent activities we've announced are going to further strengthen our balance sheet. Overall, we're very pleased.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Stephanie's going to share some more specifics on our financial results in a second. Just switching to strategic alternatives, we've been clear that we want to simplify our business, repatriate capital, and focus on accretive growth, which, encouragingly, in the future can now include unit buybacks through our recently approved NCIB. I'm pleased to report that on the strategic front, since our last call, we've made a lot of progress. First, in Europe, we're actively evaluating strategic alternatives to unlock capital and have engaged third-party advisors to run a process involving a substantial portion of our portfolio there. The current transaction perimeter includes the majority of our wholly owned properties in Germany and in the Netherlands. From a timing perspective, it makes sense to explore this now.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

There's a lot of capital flowing into Europe, and having personally had a lot of experience there, although Europe is a massive economy, from a financial perspective and a real estate perspective, it's highly fragmented, and the healthcare infrastructure space is no different. Our portfolio is a very compelling opportunity for an investor that wants to participate in an aggregation opportunity in what is still a more nascent institutional property sector in Europe. Our portfolio there, or in Europe, is performing very well. Our decision to explore these options isn't because we have any negative views or any negative sentiment towards our assets currently or their prospect. It's simply a capital allocation consideration. Now, there's no guarantee that a transaction is going to happen, but so far, we've been very encouraged by the levels of interest we're seeing from some highly credible investors.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

We'll have more to come on Europe on upcoming calls. Moving from Europe to ANZ, following the close of the quarter, we entered into an agreement to internalize the management of Vital Healthcare Property Trust. When this closes, Northwest will receive a payment of NZD 214 million. At the same time, about three-quarters of our team members in the region will become full-time employees of Vital. Just in terms of the numbers, we generate about NZD 10 million of EBIT from our asset management activities related to Vital. This payment reflects slightly more than the 21x multiple, which, in our view, is a pretty attractive number. While we are going to forgo these earnings, the proceeds we're going to receive can be used to pay down debt and for other activities.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

The end result is that we're going to be able to execute this internalization and deleveraging on an earnings-neutral basis today, with the incremental benefits in the future still to come in the future as our G&A in the region drops significantly, as we increase our margins for our ongoing activities in Australia, and most importantly, as we benefit from improved performance in Vital's units. Once this closes, we're still going to be Vital's largest shareholders. We're going to own about a quarter of the company. Mike and I are still going to be both on the board of directors of Vital. As part of Vital's equity raise, there were 13 institutions that participated, several of whom, even though they always liked Vital, they liked the story, they liked that they were a leader in healthcare infrastructure, hadn't participated as shareholders because of the external management structure.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Now that Vital is going to be fully internalized, the liquidity and demand for the units is only going to increase, which will benefit us directly as the largest shareholder. In terms of ongoing operations in Australia, we have retained the asset management, leasing, and property operating capabilities that we need to drive value in our portfolio. As it relates to development, substantially all of our activities in the region occur at Vital, which is also where our strategic land bank is held. We have a few properties in Australia, however, that may be candidates for future redevelopment. As part of the transaction, we retained Vital to perform certain development services as we evaluate our options for those properties. Although our footprint in terms of direct people and team members is going to shrink in Australia, we still remain very well positioned there for the future.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Before handing it over to Stephanie, just a quick word on Healthscope. Since May, the receiver has been running a process to find a new owner and new operators for the hospitals. Initially, the bid dates were scheduled for late October. It then got pushed to late November. We've been in active discussions with numerous operators in the last several months. These discussions are ongoing. Our goal is to end up with a financially strong and proven operator to make sure that our properties are not only well-run but are also profitable, which is going to preserve and grow long-term value for our shareholders. Assuming one of these parties is selected and we can come to an agreement, we would hope to have a new counterparty solidified by the end of the year and fully in place by mid-2026.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Stephanie's going to give an update on where Healthscope is as it relates to their rent obligations. I would say on the plus side, in Australia, we are still seeing profitability improve across the 10 large operators that we have exposure to in the region. One thing I would say, however, and I would just caution everyone, is that there are frequently stories that come out in the Australian press that are not accurate. I would only expect this to continue and likely to accelerate as the Healthscope resolution gets closer. Just please keep that in mind when thinking about Healthscope. Just to sort of summarize with two things before handing it over to Stephanie, I'd say first, our results for the quarter were strong. AFFO is up, leverage is down, our payout ratio is down, and we're seeing very strong tenant retention.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Our strategy is clear. Simplify our business, strengthen the balance sheet, and focus on growth in North America, where we see great fundamentals, a huge investable universe, and it's a very efficient place for our capital. With that, I'll turn it over to Stephanie.

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

Thanks, Zack, and good morning, everyone. Q3 delivered continued resilience and strong operational results for Northwest. The REIT's global portfolio continues to perform. Our high-quality healthcare assets deliver stable, inflation-protected cash flows supported by strong tenants and long-term leases. First, I'll start by reviewing the REIT's key operating and financial results. Our solid Q3 performance reaffirms the resilience of our platform and the enduring quality of our assets. Revenue from investment properties was CAD 104.3 million in the third quarter, reflecting the impact of asset dispositions in 2024 and 2025 to date, partially offset by same property growth. Consolidated same property net operating income increased 4.4% year-over-year to CAD 76.9 million, supported by contractual indexation, rentalized capital spend, and improved recoveries across all geographies. Notably, same property NOI increased 5.1% in Australasia, 4.8% in Europe, 4.6% in Brazil, and 2.9% in North America.

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

Third quarter leasing activity highlights our strong tenant retention and consistent cash flows. Key advantages that distinguish us amongst our REIT peers. We renewed or secured 200,000 sq ft of leases at a 90% renewal rate, underscoring the essential nature of our assets. We ended Q3 with strong portfolio occupancy at 96.9% and a weighted average lease expiry of over 13 years, which is among the longest of the global listed sector and our 27th consecutive quarter above 13 years. This highlights the durability of our cash flows and the strength of our operator relationships. We remained focused on managing our G&A costs and demonstrated progress in Q3. G&A, excluding unit-based compensation and severance, was CAD 12 million, down CAD 0.6 million or 5% year-over-year as we continue to realize savings from organizational streamlining and cost discipline.

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

Upon completion of the internalization of Vital, we anticipate incremental cost reductions and will provide better estimates of this in Q4 once the transaction impacts are finalized. AFFO per unit increased to $0.11, 3% ahead of Q2 and 16% over prior year. The AFFO payout ratio improved to 85%, underscoring our distribution sustainability. The improvement in AFFO per unit was mainly driven by lower interest costs, partially offset by lower NOI due to asset sales. Next, I will touch on transactional activity, both during and post-quarter end, which demonstrates our commitment to further strengthening the balance sheet and improving capital allocation. In addition to operating the portfolio, we have been focused on the execution of opportunistic and strategic dispositions.

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

With respect to the Vital internalization, we currently estimate to be able to repatriate net proceeds of approximately CAD 150 million, inclusive of transaction costs and a conservative estimate of withholding taxes. We continue to work through final allocations and tax positions and will provide an update once figures are finalized upon closing. Proceeds are expected to be used to repay the REIT's credit facilities, which carry a blended interest rate of approximately 6%. Vital currently generates fees of about CAD 20 million per year on a 100% basis, translating to a net AFFO contribution of roughly CAD 8 million annually. As a result, the internalization is expected to be neutral to the REIT's AFFO. As Zack mentioned, we're evaluating options for a portion of our European portfolio with the goal of reallocating capital back to North America.

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

While this process is ongoing, we're not yet in a position to provide further details on expected proceeds or timing, but we'll share updates as they become available. We had dispositions during the quarter totaling CAD 35 million and have a further CAD 80 million of properties held for sale, which are expected to close in the fourth quarter of 2025 or early 2026, facilitating further leverage reduction and improved liquidity. We've just launched a normal course issuer bid permitting the repurchase of convertible debentures and trust units. As we repatriate capital from our active initiatives in Australasia and Europe, the NCIB provides the REIT with flexibility for capital allocation, balancing against our goal of reduction in our leverage ratios. Lastly, I want to highlight the continued work we're doing to improve the balance sheet by continuing to delever and prudently without negatively impacting earnings.

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

Management believes it's important to balance two critical goals: to reallocate capital to generate return, but also continue our progress in deleveraging. While leverage remains unchanged this quarter, the announced internalization transaction, once complete, will reduce our proportionate leverage by about 300 basis points. We took steps this quarter to advance our strategy to transition to unsecured financing and improve our cost of debt. Our refinancing program includes the amendment of our revolving credit facility this July, which further reduced our economic weighted average interest rate to 4.8%. Post-quarter end, available liquidity is CAD 250 million, positioning the REIT well for future obligations and opportunities. Now, let me turn to one-time updates. Subsequent to the quarter, Healthscope voluntarily ended its rent deferral arrangement as of October 31st, 2025, with both us and its other landlord, repaying all deferred rent owing with accrued interest.

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

All rent is fully current, and Healthscope continues to meet their lease obligations. Overall, our third quarter results show the strength and stability of our platform, the discipline in how we manage capital, and the continued progress we are making to strengthen our balance sheet. With resilient healthcare assets driving growth and a proactive approach to capital management, Northwest is well positioned to unlock further opportunities and deliver sustained results in the quarters ahead. With that, I will now turn it back to the operator to open it up for Q&A.

Operator

We will now begin the question and answer session. To join the question queue, you may press star, then one on your telephone keypad. You will hear a tone acknowledging your request. If you are using a speakerphone, please pick up your handset before pressing any keys. To withdraw your question, please press star, then two. We will pause for a moment as callers join the queue. Our first question today is from Himanshu Gupta with Scotiabank. Please go ahead.

Himanshu Gupta
Himanshu Gupta
Director and Equity Research Analyst at Scotiabank

Thank you and good morning.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Morning.

Himanshu Gupta
Himanshu Gupta
Director and Equity Research Analyst at Scotiabank

First on Healthscope, I mean, Healthscope no longer requiring rent deferral now. Just wondering what has changed? I mean, how has their, I mean, has their profitability or cash flow improved?

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

I think, look, generally, we've seen improvements across all the operators we have exposure to in the region. So that's a factor. I think Healthscope did have some liquidity available to them heading into this. So, look, I mean, this is a good thing in our view, obviously, them paying off. Obviously, the real significant impact for us is going to be the future and who we end up with as an eventual operator and what the structure of that looks like.

Himanshu Gupta
Himanshu Gupta
Director and Equity Research Analyst at Scotiabank

Okay. Fair enough. You will get to know in the next few months, as I think you mentioned, the sale process is on.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Yeah. We hope so. Again, we thought we'd have a more fulsome update by now as of the last call, but things did get pushed. We still believe, despite some noise out there, that it may get pushed again, that they are holding to end of November. Hopefully, by then, we'll have a more fulsome summary of kind of where we are. Again, I would caution that this is a bit fluid, so the dates could slip.

Himanshu Gupta
Himanshu Gupta
Director and Equity Research Analyst at Scotiabank

Okay. Okay. Fair enough. Thanks. And then just switching gears to your European portfolio. And Zack, I think you mentioned a lot of capital flowing into Europe. So in that context, what kind of pricing expectations do you have for this? And I mean, should we expect something closer to IFRS value if anything gets done there?

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

I guess, look, it's a good question. We're still in the early phases of this. I mean, we have advisors engaged. They've gone out, spoken to several investors. I don't think we're quite at the point where we can give any guidance because we haven't received a lot. There's a few moving parts in that we're selling assets in Germany and in the Netherlands. It's possible someone could look at one or the other. Again, I think we'll have an update there, hopefully, at least by the end of the year.

Himanshu Gupta
Himanshu Gupta
Director and Equity Research Analyst at Scotiabank

Fair enough. Just one follow-up there. I mean, in terms of your desired goal, is the ultimate goal to exit Europe at the right price and reallocate capital back to North America?

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

I think our goal is where we see the most probably compelling opportunities for us once we get through some incremental deleveraging and some other initiatives. It just feels like the best place for us to focus on growth is in North America going forward. I would anticipate that over time, we will have a lot less capital exposed to Europe. It's unlikely that this sort of happens in one transaction, but I would assume that that's the case.

Himanshu Gupta
Himanshu Gupta
Director and Equity Research Analyst at Scotiabank

Got it. Okay. Thank you, and I'll rejoin the queue. Thank you. Bye.

Operator

The next question is from Sairam Srinivas with Cormark Securities. Please go ahead.

Sairam Srinivas
Sairam Srinivas
Equity Research Analyst at Cormark Securities

Thank you, Arpita. Good morning, guys.

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

Morning.

Sairam Srinivas
Sairam Srinivas
Equity Research Analyst at Cormark Securities

Just looking at the announcements from the weekend and from last night, the common key note here seems to be a boost to liquidity and going through to the asset light model outside of North America, which is, again, in line with what you guys have said. What does this mean for the other JV structures and also for the European JV right now?

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Sorry. What does this mean for the joint ventures sort of partnerships?

Sairam Srinivas
Sairam Srinivas
Equity Research Analyst at Cormark Securities

Yeah. Both in Europe and the one in Australasia, I guess, now, considering the trend seems to be more that you're kind of looking at an asset light model. Can we expect probably an exit from the other structures as well?

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

I think right now, that's not actively being considered. I think, obviously, we felt like the transaction with Vital made a lot of sense financially, obviously, for us, but it makes a lot of sense for Vital, which we're going to benefit from over time as its largest shareholder. The assets in Europe we're looking at that are in the perimeter today are predominantly wholly owned. They are not in any sort of joint venture. Those are assets that we own 100% of and control directly. The goal is to try and get to try and repatriate capital from those.

Sairam Srinivas
Sairam Srinivas
Equity Research Analyst at Cormark Securities

Okay. That's actually a good clarification, Zack. Thanks for that. Maybe just looking at the European sale, are you looking at maybe more onesie, twosies or essentially bigger transactions involving most of the portfolio?

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Yeah. I think at the moment, we're contemplating and what we think makes most sense and likely what will draw a lot of investors is the opportunity to participate in a larger transaction because, again, it's a highly fragmented market. For someone who's looking to get exposure specifically to healthcare, healthcare infrastructure type of assets, this is a pretty unique opportunity compared with some other markets where it's more accessible. This is a very tough sector to access. We think that keeping things together is actually more appealing than breaking them apart in this market.

Sairam Srinivas
Sairam Srinivas
Equity Research Analyst at Cormark Securities

That's good to know, Zack. Stephanie, this one's probably for you. When we look at the guidance for the fee income on a quarterly basis, how does that change post-Vital transaction?

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

Yeah. As I mentioned, the Vital management fees are running at approximately $5 million a quarter on a 100% basis. Those will, of course, come out come January 1st once we close. Other than that, the management fees will continue from our other existing arrangements with both the Australasia JV and the European JV.

Sairam Srinivas
Sairam Srinivas
Equity Research Analyst at Cormark Securities

All right. Thank you, guys. I'll turn it back.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Thanks, Sairam.

Operator

The next question is from Tom Callaghan with BMO Capital Markets. Please go ahead.

Tom Callaghan
Tom Callaghan
Equity Research Analyst at BMO Capital Markets

Thanks. Morning, guys. Maybe just sticking on the capital allocation theme, obviously, lots of progress there between the two initiatives. Just wondering more broadly, are there any other types of opportunities you're looking at here near term in terms of repatriating capital? I guess specifically with respect to Vital, I couldn't help but notice in the release there, you've committed to keeping the units to February, which is not that far after close. Zack, I think in your prepared marks there, though, you did mention participating in the upside with those units in Vital. How should we think about those kind of near, medium, and long-term?

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Sure. Thanks, Tom. I would say at the moment, those are probably the main focus for our capital allocation activities and what's going to be probably most impactful in the near term. In terms of Vital and the internalization, there are certain agreements that we have as a condition of that. Maybe Mike, you can just walk, Tom, through a bit of that.

Mike Brady
President at Northwest Healthcare Properties REIT

Yeah. I mean, we are looking forward to continuing our relationship with Vital. We think it's important for us together. We're stronger. As far as what that means, Zack and I will continue on the board. We have arrangements for them to support us on pre-development work and potentially development if it comes to that. As far as the transaction, we have made some commitments as we've disclosed about maintaining our ownership stakes. At this time, that is our intent.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Yeah. Tom, you'll not see arrangements. We won't be, there's a period of time until February where we won't dispose of any of our interest. We've also committed until August 2026 that we will retain at least a 10% interest. We're not looking to exit Vital. I don't think you'll see anything by next quarter.

Tom Callaghan
Tom Callaghan
Equity Research Analyst at BMO Capital Markets

Got it. Got it. That's helpful. Maybe as we think about capital coming back to North America, obviously, leverage reduction has been a focus. You've mentioned kind of select growth opportunities and then did announce the NCIB. Just how should we think about allocation across those three buckets here? Is it kind of leverage and select growth and then maybe medium term as the balance sheet improves towards the NCIB, or could we see some of that right off the bat here?

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

Hey, Tom. Yeah. I think you've nailed it. We are still very much focused on leverage reduction. The proceeds from the Vital internalization are going to be allocated to reducing debt and potentially any further proceeds. We'll make a big dent in with the internalization transaction being we're seeing our leverage reduced to 53% proportionately, which we still believe should be a bit lower. We are focused on that. The NCIB is really a tool for a little bit further down the road, but we want to have it in place so that it's ready to go if and when we see opportunity.

Tom Callaghan
Tom Callaghan
Equity Research Analyst at BMO Capital Markets

Perfect. Appreciate the color. I'll hop back. Thank you.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Thanks, Tom.

Operator

The next question is from Giuliano Thornhill with National Bank Capital Markets. Please go ahead.

Giuliano Thornhill
Equity Research Analyst at National Bank Capital Markets

Hey, guys. Good morning, everyone.

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

Hey.

Giuliano Thornhill
Equity Research Analyst at National Bank Capital Markets

Just wanted to start off on, I guess, VHP and the internalization there. What does the internalization do for the saleability of the Australian portfolio? I know in the past, you've kind of indicated you want to repatriate all that capital and get more North American focus. So I'm just kind of wondering what strategic options would open up? Does it make it more difficult, less difficult to kind of sell that portfolio going forward?

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Sorry, Giuliano, you're talking about the portfolio we own in Australia outside of Vital?

Giuliano Thornhill
Equity Research Analyst at National Bank Capital Markets

Yeah. The whole Australasia kind of region.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Yeah. I mean, I think in some ways, we have no intention at the moment of creating liquidity in our Australian-owned assets that we own outside of Vital. I think what this does is, look, it does give us some degree down the road of flexibility depending on how Vital performs that we could create more liquidity in that with effectively our equity interest in Vital. I sort of look at this as a way to enhance our liquidity options down the road, although we have no plans, obviously. We are restricted in our Vital units, and we have no plan to do anything on our joint venture properties.

Giuliano Thornhill
Equity Research Analyst at National Bank Capital Markets

Right. And then with kind of a more, I guess, third party now, is there the possibility to drop other assets from your GIC into them, or does that increase the liquidity of your existing portfolio there just because they are a pretty large buyer in the region?

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

I don't think so. I don't think it changes any dynamics. I mean, at the moment, we have no intention. The assets we have been selling in Australia have come out of the Vital portfolio, which wouldn't change. We have no intention of selling any out of our other portfolio. I don't, in fact, we may look at new opportunities. I don't think it changes anything, the fact that we're not the manager anymore. If we did ever want to do something between either of those vehicles, we'd have to effectively step back and get third parties to independently opine on the values.

Giuliano Thornhill
Equity Research Analyst at National Bank Capital Markets

I guess just sticking with Australia on the HSO situation, is there kind of a final date that we think that that can be resolved that you're willing to kind of communicate? Because I know it's been down the road for a couple of months.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Yeah. Giuliano, I wish I could is the answer. I think if you were to ask our team, they wish they could and everyone, I think it's a I think what's happened is it's a very complex situation given these are hospitals. There's a lot of regulation. It's a complex business. I think it's probably taken a bit more time than the receivers initially thought is probably what is driving this. Again, so far as of yesterday, we believe that they are sticking to the end of November. That's what we're working hard to get in a position that we will have a transaction that should it be acceptable, then we can start planning to move forward so that it's in place by, say, early to mid-2026.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

I would not say I could not say with certainty that we are not sitting here at some point in a few weeks saying, "This got pushed again," because it happens.

Giuliano Thornhill
Equity Research Analyst at National Bank Capital Markets

Is it mostly the complexity of the transaction, or is it the complexity of the transaction or just the multiple parties kind of being involved that's causing all this play?

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Yeah. I would put that all under the complexity umbrella. You have a pool of creditors. You have a receiver. You have an existing business. You have this is obviously of interest to the regulators and the government. You have 20,000 workers. I think it's not quite as simple as, "Well, a lender took over, and now they're just going to sell the asset." I think that's playing into this in a big way. The good thing for everybody is that the conditions continue to improve. We see that not only in the Healthscope hospitals but also in the others that we have exposure to and where we get the regular performance data. Again, I don't want to give any assurance that by the end of the year, we'll have anything done because so far, it has been pushed.

Giuliano Thornhill
Equity Research Analyst at National Bank Capital Markets

Again, just lastly on Europe, what kind of percentage of fair value does the on-balance sheet European assets make up, yeah, within your portfolio? Within Europe, I mean.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

The percentage of our gross assets, or?

Giuliano Thornhill
Equity Research Analyst at National Bank Capital Markets

Yeah. Within Europe, how much of the on-balance sheet kind of properties in Europe does that represent? Is it like half of the kind of European exposure, or is it?

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

A bit more than that. Sorry, we're just.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Yeah. Hang on. It's more than half because, again, the assets that are in the current transaction perimeter are the ones that we wholly own.

Giuliano Thornhill
Equity Research Analyst at National Bank Capital Markets

Yeah.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

It makes up.

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

620 million. Yeah. Our on-balance sheet assets are CAD 620 million, approximately.

Giuliano Thornhill
Equity Research Analyst at National Bank Capital Markets

Thank you. Just my last question before I jump back is just what are the tax risks to selling Europe and repatriating that capital back to Canada?

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

Consistent with how we sold our U.K. portfolio, we hold those assets in a fairly efficient structure in Europe and therefore do not have material tax leakage as we bring proceeds back. Depending on how these transactions are structured, there are, of course, things like capital gains tax that are in the portfolios that we will have to manage. Again, it really depends on how the transactions occur. At this point, we cannot provide any more comments. Yeah.

Giuliano Thornhill
Equity Research Analyst at National Bank Capital Markets

Yep. Thanks, guys.

Operator

Once again, if you have a question, please press star, then one. The next question is from Pammi Bir with RBC Capital Markets. Please go ahead.

Pammi Bir
Pammi Bir
Head of Global Real Estate Research at RBC Capital Markets

Thanks. Good morning. Zack, was there perhaps any unsolicited interest in the European assets that perhaps drove the move to explore options now? I guess I'm just curious because the company just obviously went through a fairly significant strategic review, and you managed to sell the U.K. assets. So I'm just trying to get a sense of what sort of led to this, I guess, initiative at this point.

Mike Brady
President at Northwest Healthcare Properties REIT

Hi, Pommi. It's Mike here. I think the market in Europe has really improved over the last while. We just think that it's opportunistic to explore this path. As we've emphasized, unlike during the strategic review, we don't need to do anything. This is really about whether the market is there for us to take advantage of and to repatriate capital.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Yeah. I'd sort of echo that. I mean, I, again, wasn't here during the strategic review, but I would say even in my past role, we noticed a dramatic 180-degree shift in terms of the desire for institutional capital, which is what we were working with, to get exposure to Europe. Whereas if I were to rewind another six months, they would have said, "I'm quite happy. I'm focusing my efforts on, at the time, the U.S." I don't think that's limited to real estate. I think it's everything. I mean, if you look at some of the alternative asset managers, they're talking about big private credit opportunities in Europe, just increased activity everywhere. I do think that's obviously a factor. We do have regularly people approaching us about assets all over our portfolio.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

I think that the combination of kind of sometimes the flows of capital can make a can accelerate a decision. I think that's what we're seeing. I think in addition, our assets there lend themselves well. What works really well are aggregation type of scale-up strategies, roll-up strategies in Europe just because it's so fragmented. The opportunity with us is to come into something that's large but not too large for a lot of investors and then scale that up over time and really benefit from that in the long run. I think it was us trying to be opportunistic and think about what makes more sense. Sometimes that's driven by executing just a business plan, at least. In this case, I'd say the capital flows are playing a big part.

Pammi Bir
Pammi Bir
Head of Global Real Estate Research at RBC Capital Markets

Got it. Okay. No, that's great color. Okay. Just maybe on the CAD 300 million or potentially over CAD 300 million of net proceeds that you cited, just to clarify, the Vital buyout would be, let's say, half of that. I think, Stephanie, you mentioned CAD 150 million after some of the withholding taxes and deal costs, etc., which would then effectively imply that we're basically talking roughly CAD 150 million from monetizing the European portfolio.

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

Yeah. That's the right math, Pommi. I mean, I think, again, that's fairly conservative and also kind of reflects the existing transaction perimeter. I mean, again, it's all dependent on kind of final outcome. At this time, we think it's at least that 300 number, so.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Yeah. I think we're pretty comfortable that that's a reasonable number. We would hope it would be higher. Will it be double for these? No. I think that reflects reasonable assumptions around what's out there today and also reflects reasonable assumptions around either withholding taxes or transaction costs.

Pammi Bir
Pammi Bir
Head of Global Real Estate Research at RBC Capital Markets

Yeah. It just seems a little low relative to the CAD 600 million of assets you cited on balance sheet in Europe. If we apply roughly 50% leverage on a gross basis, the CAD 150 million would translate to CAD 300 million versus CAD300 million gross of European assets you could sell versus the CAD 620 million that you said is on the balance sheet at 100%. Would that imply that there's just a lot more debt on these European assets, or?

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

No. It's a little bit higher than 50%, but not much. I think, as Zack mentioned, it's not everything. This, again, is, again, conservative.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Yeah. Sorry. I may have misspoken. I'm not. Stephanie probably could do much better. These are assets that we just own 100% of versus stuff we have in partnerships. That's not really part of the perimeter.

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

Yeah. It is not everything that we hold on balance sheet either.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

There are a couple of things that we've excluded that could get included but that we've excluded. That is why we've said, Pammi, just like the CAD 300 million amongst these two initiatives is not crazy. Just to be clear, it's not everything. We tried to create the portfolio we thought made the most sense. It could grow. It could shrink a bit. I think that number's reasonably conservative.

Pammi Bir
Pammi Bir
Head of Global Real Estate Research at RBC Capital Markets

Okay. If I think about what could come out of Europe based on what you're looking at today, not the full CAD 600 million that's on balance sheet, but somewhere north of CAD 300 million-ish.

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

Yes.

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Yes.

Pammi Bir
Pammi Bir
Head of Global Real Estate Research at RBC Capital Markets

Yeah. Right. Okay. Right. Okay. And then just lastly, on Healthscope, you mentioned that the cash flows have improved more recently. Can you just comment on maybe what that rent coverage looks like now versus I think earlier in the year it was sub two times? I'm just curious where that is today. Is it at a level that you see as sustainable?

Stephanie Karamarkovic
CFO at Northwest Healthcare Properties REIT

Yeah. I don't think there's been significant increases beyond what we saw. We are seeing improved pass-through revenues to the operators. There's been deals negotiated with the insurers across all of Australia, and they're getting a higher percentage of the insurance proceeds. We are seeing improvements. They're coming through across the board, but it's not significantly moving those numbers. At this time, I don't have any update on the coverage ratio.

Pammi Bir
Pammi Bir
Head of Global Real Estate Research at RBC Capital Markets

Okay. All right. And then just this last one. I guess on the European portfolio side again, these things are always difficult to sort of have a sense of it from a timing perspective. But is there something in your mind that you'd like to have something in place by? Is it mid-year next year, or is it something that could take longer?

Zack Vaughan
CEO at Northwest Healthcare Properties REIT

Yeah. Look, I think in Q1, we certainly anticipate having a transaction concluded.

Pammi Bir
Pammi Bir
Head of Global Real Estate Research at RBC Capital Markets

Okay. Thanks very much. I'll turn it back.

Operator

This concludes the question-and-answer session. I would like to turn the conference back over to Alyssa Barry for any closing remarks.

Alyssa Barry
Head of Investor Relations at Northwest Healthcare Properties REIT

Thank you. On behalf of the team at Northwest, we thank you all for your participation and interest in the REIT. Should you have any questions, please feel free to reach out to us at any time. Have a great rest of your day, everyone.

Operator

This brings to a close today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.

Analysts
    • Himanshu Gupta
      Director and Equity Research Analyst at Scotiabank
    • Mike Brady
      President at Northwest Healthcare Properties REIT
    • Alyssa Barry
      Head of Investor Relations at Northwest Healthcare Properties REIT
    • Stephanie Karamarkovic
      CFO at Northwest Healthcare Properties REIT
    • Giuliano Thornhill
      Equity Research Analyst at National Bank Capital Markets
    • Zack Vaughan
      CEO at Northwest Healthcare Properties REIT
    • Tom Callaghan
      Equity Research Analyst at BMO Capital Markets
    • Pammi Bir
      Head of Global Real Estate Research at RBC Capital Markets
    • Sairam Srinivas
      Equity Research Analyst at Cormark Securities
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