Vital Infrastructure Property Trust

Vital Infrastructure Property Trust

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Q4 FY2025 · Earnings Call TranscriptFebruary 25, 2026

Operator

Welcome to the NorthWest Healthcare Properties REIT Q4 and year-end 2025 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 for an operator.

This call is being recorded today, Wednesday, February 25th, 2026. I would now like to turn the conference over to Alyssa Barry, Investor Relations for NorthWest.

Please go ahead.

Alyssa Barry

Good morning, everyone, and welcome to NorthWest's fourth quarter and year-end 2025 conference call. Thank you for joining us today.

This call is being recorded, and a 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. Also during this call, we will also discuss non-IFRS financial measures and a reconciliation of these measures to the most directly comparable IFRS financial measures, which are available in our MD&A and earnings release.

Please note that all currencies referenced today are in Canadian dollars, unless otherwise stated. Presenting on today's call are Zach Vaughan, our CEO, and Stephanie Karamarkovic, our CFO.

Mike Brady, our President, and Tracy Whittall, our COO, are also present and available for the question-and-answer session. With that, I'll now turn it over to Zach for his opening remarks.

Zach Vaughan

Thanks, Alyssa. Good morning, everyone, and thank you for joining us on the call today as we discuss our Q4 and our 2025 results.

It's been a very busy quarter and a busy year for our business. During 2025, we've been focused on four key areas: one, performance in our existing portfolio; two, our balance sheet and liquidity; three, simplifying our business; and four, future growth.

I'm happy to say that with what we accomplished in Q4 and throughout 2025, we've advanced progress across all these four key areas. Starting with performance in our portfolio, operationally, our portfolio did what it should: it delivered stable and growing cash flows.

Stephanie is going to touch more on the specific details in a second. Overall, the results were strong.

Same-property NOI for the year grew by over 3%, with positive contributions from all regions. We finished 2025 with an occupancy of over 96% and a weighted average lease term of over 12 years.

Our AFFO per unit increased about 9% this year, and our payout ratio has come down to around 85% for 2025. Turning to the balance sheet and liquidity, during 2025, we executed over half a billion dollars of asset sales across three regions, including fully exiting the UK and completing the internalization of Vital in New Zealand.

The proceeds were used primarily to deleverage. During 2025, our proportionate leverage fell by about 600 basis points, and our weighted average interest rate fell by about 80 basis points, which is materially improving our cost of capital.

We also suspended our DRIP and put in place an NCIB. As it relates to liquidity, at the end of the year, our available liquidity is over $450 million, which is a terrific position that gives us a lot of flexibility going forward.

In terms of simplification, this is critical to our future success. I've seen through my career that complexity rarely pays off, and simplicity sells, particularly as it relates to real estate.

Our plan over time is to focus on our home markets. This year, we made some progress towards this goal: we fully exited the UK, we streamlined Australia and New Zealand, and after the year-end, we reached an agreement to sell a substantial portion of our holdings in Europe in a €400 million transaction, advancing our goals to eventually exit the region.

Now these steps, taken together, are going to help shrink our footprint, which is going to reduce complexity and costs over time, but also free up capital to recycle back here. In terms of growth, given all the work the team's put in this year and last year, we're now, fortunately, in a position to start looking ahead.

Something surprising I learned was that it's been about eight years since the REIT has completed an acquisition here in Canada, our home market. That ended in Q4, where we committed to acquire a 157-bed transitional care facility in Ottawa.

The asset's adjacent to the Ottawa Hospital's main campus, and is leased by them on a long-term basis. In addition to this asset being a key piece of the hospital's healthcare delivery plan, this investment should lead to further opportunities to partner with them as they continue to grow.

In addition to acquisitions, we plan to be the partner of choice in Canada as hospitals and health systems increase the type of procedures and care that they provide in outpatient settings. The positive results of this shift are demonstrated by the success of ambulatory surgery center we delivered about 24 months ago in partnership with Lakeridge Health.

Since opening, that facility has supported about 20,000 surgeries, to improve the hospital's productivity and helping, which helps to reduce the wait times. I'm very excited to announce that in the fourth quarter, we signed a binding commitment to build a 120,000-square-foot health services building for a large Canadian hospital.

When this asset is completed in 2029, the hospital's going to occupy it on a long-term basis, and use it to remove non-critical procedures out of their main facility. Now this transaction and our experience with Lakeridge really demonstrates that we can deliver assets that not only benefit Canada's healthcare system, but also add long-term infrastructure-like investments to our portfolio.

We're very excited about this opportunity, and also about the opportunities like this that we expect going forward, which we think will be a major avenue of future growth for us. Given all the changes happening and the new direction we're taking at the REIT, our board has approved a name change.

In the next few weeks, our name is going to change from NorthWest Healthcare Properties REIT to Vital Infrastructure Property Trust, and our new tickers and website will become effective. Although our name's changing and our geographic exposure is going to trend towards the Americas over time, our focus remains the same: we're going to invest in and manage high-quality, hard-to-replicate healthcare infrastructure supported by strong underlying credit to generate reliable and secure cash flows for our unitholders.

Now before handing it over to Stephanie, I'll say a few things about Healthscope, given some of the noise in the Australian press recently. Throughout the receivership process, our team's worked to identify a new operator for our 12 hospitals.

In November, we, with the full support of and encouragement of the receivers, entered into a transaction with a group called Calvary Health Care. Now they're a large not-for-profit operator of hospitals and senior care facilities, highly regarded throughout Australia.

Based on the terms that we agreed with them, the initial financial impact to us was very minimal. Importantly, our deal included an opportunity for us to potentially participate in outer-year profitability of the hospitals, which continues to improve today and certainly would continue to do so under their control.

We were very surprised when we heard from the receivers that this proposal was not yet accepted, and that they were planning to convert Healthscope to a not-for-profit entity. Now there are benefits to a not-for-profit entity, including operating savings that the receivers indicated are over $100 million a year, which as their landlord is a great thing for us, but beyond this, we don't know anything about their plans.

We've asked the receivers some very basic information, but have yet to receive a response from them. We still believe there are meaningful benefits to all the parties from having the deal we had with Calvary in place, but at this point, Healthscope remains our tenant.

They continue to pay their rent, we have no mechanism to accelerate a transition at this time, although we do remain highly supportive of it. We do hope that there's a resolution to this issue in the near term.

I can assure you that Stephanie and I'd be thrilled to not have to respond to every Australian press article, or spend time talking about Healthscope on all of our quarterly calls with all of you. Just to close out, the fourth quarter and 2025 were very busy and productive: our assets performed well, our balance sheet and liquidity are stronger, the business is getting simpler, and we're finding new avenues of growth.

I am very encouraged by the progress that we've made to date, and I'm confident in the path ahead. I want to thank our team and all our unitholders for their support as we execute on this next phase of our business under the new banner of Vital Infrastructure.

With that, I'll hand it to Stephanie.

Stephanie Karamarkovic

Thanks, Zach, and good morning, everyone. Before I begin, I want to highlight the reporting changes following the internalization of Vital Trust's management structure, which closed on December 30th, 2025.

As a result, the REIT no longer controls Vital Trust, and its results were deconsolidated effective that date. Accordingly, 2025 results are not directly comparable to prior periods.

Our retained interest in Vital Trust is now accounted for as an equity investment under IFRS, and presented as a standalone investment on a proportionate basis. As the transaction closed on December 30th, there was no impact on proportionate earnings for 2025.

Vital Trust's operating results have also been removed from our leasing metrics and portfolio profile as at year-end. Beginning in the first quarter, the REIT's proportionate results will reflect distribution income received from Vital Trust.

Q4 marked another quarter of solid financial and operating performance, and we enter 2026 well-positioned to execute on a refreshed strategy under our new identity and drive unitholder value. Today, I will review our operating and financial results for the quarter and full year, discuss the balance sheet transformation completed in 2025, and provide an update on transactional activity and what it means for 2026 and beyond.

First, I will review the REIT's key operating and financial results. During Q4 and throughout 2025, the portfolio delivered strong operational performance, reinforcing both our execution and asset quality.

Same-property net operating income increased 3% in the quarter and 3.1% for the year, driven by inflationary, indexed, and contractual rent increases, as well as rentalized capital expenditures. In Q4, we completed 287,000 square feet of leasing at an 85% retention rate.

For the full year, we renewed, secured 1.1 million square feet of leases, including over 200,000 feet of early lease extensions, with an 88% retention. Year-end occupancy was 96.4%, which is consistent year-over-year, and our weighted average lease expiry remains over 12 years, demonstrating the predictable and long-dated nature of our cash flows.

Turning to G&A, and excluding unit-based compensation and severance, Q4 expenses increased by $0.8 million year-over-year, largely due to timing and lower salary capitalization. On the same adjusted basis, full-year G&A declined by $1.5 million in 2025, as we continue to simplify the business and reduce head count, partially offset by FX.

Looking ahead, we expect further G&A reductions throughout 2026, following the Vital internalization and the sale of a significant portion of our European business. AFFO per unit was 12 cents in Q4 and 42 cents for the full year, representing increases of 20% and 8% respectively.

The full-year payout ratio improved to 86%, down from 92% in 2024, and now comfortably within our stated target range. Growth in AFFO year-over-year was driven primarily by lower interest expenses and current taxes, partially offset by reduced NOI from non-core asset sales and lower management fees.

NAV per unit was $7.55, down $1 from last December. The decline primarily reflects the Vital internalization, including the revaluation of the global manager, dilution from Vital's equity raise, and the updated fair value presentation of our retained interest.

NAV was also impacted by the fair value changes across the portfolio, including assets classified as held for sale in Europe. Moving to transactional activity, Q4 and early 2026 have been highly active periods for the REIT, as we continued executing on our strategy to simplify the business and reduce leverage.

Importantly, we are now demonstrating our ability to redeploy capital into North America, where we are achieving stronger returns with lower frictional costs and reduced complexity. During the quarter, we sold one Canadian property and two assets within Vital Trust at IFRS book values, generating total proceeds of $80 million.

We also completed the previously announced Vital Trust internalization on December 30th, and used proceeds to pay approximately $127 million of debt before year-end, and a further $24 million in January and February of this year. The transaction strengthens the balance sheet on an AFFO-neutral basis, and simplifies our structure in Australasia, while providing flexibility to further reduce our exposure to New Zealand over time.

In Europe, following a broad marketing process involving multiple credible bidders, we finalized an agreement yesterday to sell 33 properties for gross proceeds of €400 million, or approximately $650 million Canadian before adjustments, to TPG Real Estate. We expect this transaction to be earnings neutral after debt repayment and platform cost reductions.

Closing is expected by the end of Q2, with estimated net proceeds of approximately $145 million at the REIT's proportionate share to further delever and support capital redeployment. On the growth front, in Q4, we signed an $112 million build-to-suit development agreement with a Canadian hospital system, with construction to begin in late '26.

This marks our second major healthcare development in Canada, following the successful completion of the Lakeridge project in 2024, and we believe similar opportunities will continue to emerge as healthcare delivery increasingly shifts towards non-acute settings. In addition, in February, we agreed to acquire a 73,000-square-foot transitional care facility in Ottawa for $49 million.

The property is leased to the Ottawa Hospital with over 14 years remaining and annual rent escalations. The transaction is expected to close in early March, and will be funded from existing liquidity.

Lastly, I'd like to highlight the progress made in the last year in improving the balance sheet and in reducing our cost of debt. In 2025, through our disposition activities, proportionate leverage declined by about 600 basis points to 52.4%, and our economic average weighted average interest rate declined by 78 basis points to 4.71%.

As of December 31st, over 90% of our debt is fixed, and our weighted average term to maturity is 2.5 years. Our debt-to-adjusted EBITDA ratio sits at 8.7 times, adjusted to reflect the impact of the Vital internalization, which is down from 8.9 times at December 31st, 2024.

Most importantly, our liquidity on a proportionate basis at the end of this year is $465.5 million, up $324 million from this time last year. With the majority of our deleveraging now complete, we believe the balance sheet is well-positioned to support this next phase of growth for the REIT.

In terms of one-time updates, further to Zack's comments on Healthscope, I can confirm that Healthscope remains current on rent and continues to meet all lease obligations as they work through the sale or repositioning of their business. Throughout this process, our focus has been on preserving value and minimizing impact to earnings.

While we have agreed conditional terms with a potential new operator, there are no assurances that the Calvary bid will proceed. Given the commercially sensitive nature of these discussions, we're not in a position to provide additional details at this time.

With respect to Healthscope's proposal to convert to a not-for-profit structure, we have not been provided with sufficient information to assess the implications for the REIT. In closing, 2025 was a transformative year for the REIT: we've simplified the platform, strengthened the balance sheet, and enhanced financial flexibility.

With strong occupancy, long lease terms, and improving AFFO coverage and disciplined capital a substantial liquidity, we enter 2026 from a position of strength. We remain disciplined in our capital allocation, and believe the work completed over the past year positions us well for the next phase of sustainable growth and value creation for unitholders.

I will now turn the call back over to the operator.

Operator

Thank you. We'll now begin the question-and-answer session.

To join the question queue, you may press star then one on your telephone keypad. You'll 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.

Our first question is from Sairam Srinivas with ATB. Please go ahead.

Sairam Srinivas

Thanks, operator. Good morning, everybody.

Congratulations on a good quarter, and a pretty active one at that. Zack, going back to a comment on potentially exiting Europe entirely, is that something which you would probably expect in '26, and can you just speak about the broader disposition pipeline you guys have?

Zach Vaughan

I think in terms of exiting Europe, what we're left with in Europe is a portfolio of long-lease I think there's over 20 years of remaining lease term on a portfolio of clinics that we own in a joint venture. Then we have one single asset that we own.

Look, our goal is to eventually exit Europe. I think the good thing as part of this transaction that that's not captured in the current results and won't flow through likely until mid '26 to '27—I'm looking at Stephanie '26 to '27, is that this transaction takes most of our operating-intensive assets out of our portfolio, and our teams out of our portfolio that are going with those assets.

As this closes over time, it'll vastly simplify and streamline our business. From if you think about a net cash return on what we're doing in Europe, it's improving, but overall, we still think it makes sense to exit and redeploy the capital here.

I would hope it's something that we can execute in '26. I wouldn't be surprised if perhaps the clinics were something in '26.

I think the single asset, there's certain operational considerations that may just take a little longer.

Sairam Srinivas

That's fair. Probably, what about the other markets?

Do you think there are other opportunities in Australia, or I guess Australia mainly, South America, Australia being options there?

Zach Vaughan

I think there's no urgency to do anything there. I think, obviously, having resolution to the Healthscope thing, I think, is important, because what we're seeing there today is the profitability is improving, month by month, in all the assets that we have data on, which includes the ones that Vital have and the ones that we have directly.

We're seeing liquidity come back to the market, where people are buying smaller assets, but at pretty attractive yields. I think once this Healthscope situations come back, that's when I think you'll see the big-scale institutional capital who likes this asset class, views it as infrastructure-like, but is waiting to see how this pans out.

I think once that happens, then, obviously, the options for creating even more liquidity in Australia are there.

Sairam Srinivas

That's helpful, Zach. Maybe associated to the dispositions, does that mean there's any other fee income that could probably come on the JV side because of the disposition activity?

Stephanie Karamarkovic

Sorry, Sai, that wasn't quite clear. Do you mind just repeating the question?

Sairam Srinivas

As you guys dispose through the JV assets, does that entail a disposition fee from the JV?

Zach Vaughan

There's not typically disposition fees, more the JV fees are more ongoing management and service-related fees for things like leasing and capital oversight. No, I don't anticipate that.

Sairam Srinivas

All right. Probably my last question, I know, Zack, Stephanie, you guys have mentioned getting proportionate debt below 50.

That's one of your targets. Looking at where it is, you guys are pretty close to getting there, 200 basis points on that one.

In addition to the sale that you expect to close in the summer this year, are there other levers you intend to pull to cap at that number?

Stephanie Karamarkovic

I think with just what's been announced today between Europe and the Ottawa acquisition, we are anticipating leverage to get below that 50% mark by the completion of those things. We're going to sit fairly comfortably there.

Again, our proceeds today for Europe are earmarked towards further deleveraging, but that will be the target, and we'll kind of work towards staying there, although it could be, lumpy depending on what other acquisition opportunities we find. We're fairly very committed to staying below 50.

Sairam Srinivas

Awesome, guys. I'll turn it back.

Thank you.

Operator

The next question is from Himanshu Gupta with Scotiabank. Please go ahead.

Himanshu Gupta

Thank you, and good morning. A lot of updates provided last night.

First question would be on the name change to Vital Infrastructure. Was this something planned for a while now, or is this something which has been discussed, maybe since July last year?

Zach Vaughan

I think I can't comment on whether name changes were discussed in the past. I think it was something that, certainly, I felt that as we're starting to make these changes and transform, that a name change makes sense.

We looked at a lot of names. We kept coming back to this one.

Obviously, it's not far off from a business we have a major interest in New Zealand. Look, we think it's a good name for us going forward as we refocus the business.

I think it whether stuff has happened in the past, it's certainly accelerated. It was one thing we wanted to do was, a big objective of ours is reintroduce what we do to the market and felt like let's look at a new name to do that.

That was sort of the So we went through a pretty extensive process to do it, but where we came up is the name we're all happy with.

Himanshu Gupta

Zack, does that change the scope of assets you're looking at, a bit beyond healthcare, more into infrastructure, or is it just a name change, no change in strategy whatsoever?

Zach Vaughan

It's a good question. I think that we look, I would never say that we would we're going to be opportunistic and try to do the smart things with our capital.

I think there's just a big runway for us in Canada, in particular, to really jump out we are the leader, clearly, here, but I really think we can jump out ahead and really differentiate ourselves. We see a good runway of growth, particularly in healthcare infrastructure in Canada, particularly in delivering that next generation of healthcare infrastructure that's needed.

Then as we look south of the border, that's an enormous market that is, again, it's much more liquid, much more transparent, but there's a lot of attractive opportunities out there as well. I think I wouldn't anticipate, for the time being, you'll see us buying midstream assets or toll roads at the moment, but we are going to stick with healthcare right now and I think for the foreseeable future.

I think our goal is to really be kind of a pure-play North American-centric leader in this space.

Himanshu Gupta

All right. Thank you.

Then on this European portfolio sale to TPG, how competitive was the process, and did you get the price you were looking for? How did that compare to IFRS?

Zach Vaughan

I'd say I never quite get the price I'm looking for, including, at any given time, but I'm going to let Mike comment on that.

Mike Brady

Himanshu, good morning. It was a widely marketed process, and we received many very competitive bids.

Ultimately, TPG were a strong bidder and were in a position to move at our pace, and so we were very happy to be able to reach agreement with them. All in all, as Zach said, you always would like to sell for more, but we're happy with the outcome.

Zach Vaughan

I think it was I'd say given that we were selling essentially making available an entity, including an operating business, to manage multi-tenant assets, do some leasing, do some capital projects, and things like that, it probably lent itself more towards a group like a TPG, who's highly sophisticated private equity capital, and that's really what we saw. We saw no shortage of it really coming out there.

They certainly were able to move fast and have access to the kind of capital that they needed to do this.

Himanshu Gupta

Got it. Stephanie, 9% to 10% adjustment, is that fair on the assets on Europe, which you took in Q4?

Stephanie Karamarkovic

I think your math is right. If you look at, segmentally, our European write-down during the quarter, that represents about 9% of the portfolio there pre-adjustment, so that's fairly representative of the discount.

Himanshu Gupta

Okay. Just one last follow-up.

Stephanie, you mentioned this to be earnings neutral. Given the cost of debt you had on wholly-owned portfolio, which is pretty low, how do you get to that math?

You need to have a lot of G&A savings to do that. Is that what is driving bulk of that earnings-neutral outcome?

Stephanie Karamarkovic

Absolutely. As Zach mentioned, as a result of this, we're left with a very, a portfolio of assets that are triple net, leased for 20 years, and not very management-intensive.

It allows us to reduce our platform there quite significantly. Really, we'll see most of the G&A in Europe being reduced over the course of the year.

Between that, again, we'll be using the proceeds to pay down the Series H debentures is our goal. Those are sitting at 6.25%, so that again kind of adds to the accretion analysis.

Yes, we believe it's neutral.

Himanshu Gupta

Awesome. Okay.

Thank you so much, and I'll turn it back. Himanshu,

Zach Vaughan

just to add to that, when you think about the intensity, I think we have tenants in that portfolio—Tracy's here—it's I think it's over 400 tenants in Europe alone, and that's going to fall. Effectively, it's going to fall to two.

Himanshu Gupta

Got it. Okay.

Thank you, Zach, and thanks, Mike.

Zach Vaughan

Thank you.

Operator

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

Giuliano Thornhill

Hey, guys. Good morning, everyone.

Zach Vaughan

Hey.

Giuliano Thornhill

I just

Operator

kind of

Giuliano Thornhill

had a quick questions on on the operating priorities, I guess first. I know you outlined in your deck there, do you do you envision that, shifting at all?

Like is that the long-term kind of outlook, would you say, just because your RemainCo business could be different than the current one?

Stephanie Karamarkovic

Are you speaking to the shifting in the regional split of our

Giuliano Thornhill

portfolio? Your outlook for 3% to 4% same-property NOI growth, and the less than nine times debt to EBITDA,

Stephanie Karamarkovic

and

Giuliano Thornhill

the 96% occupancy. I'm just wondering, is that the long-term outlook that you're sticking towards, or can it change with the dispositions that are coming?

Stephanie Karamarkovic

I don't think the dispositions that are coming will impact it. I think what we're left with will continue to deliver those metrics.

I think as we shift our portfolio, and we move into more of these infrastructure-like assets, we'll likely get longer lease terms and kind of more steady SPNOI, which could change over time, but again, won't be material in the next few years. It'll kind of take some time to ramp up over time.

We're fairly confident that the metrics that we have there targeted reflect what the portfolio will look like over the coming years.

Zach Vaughan

I think Giuliano, one thing to note is if you look at our composition today, it's heavily, I'd say, weighted towards inpatient assets. We do own a lot of large hospitals in Australia and elsewhere.

I think as we reallocate capital and start growing, we're focused more on the outpatient side. Those long-dated long-leased assets Stephanie mentioned in Canada are outpatient.

I wouldn't anticipate we would do anything of any materiality in the US that was inpatient; it'll all be outpatient. I think you'll see that shift, that kind of proportion shift over time, but generally, that we're still targeting the same kind of performance.

Giuliano Thornhill

Okay. I guess just moving to that outpatient opportunity, how large or could you put a number on it, do you think, is either that development or acquisition opportunity within Canada, related to hospitals, and do you have that a sense for that right now?

Zach Vaughan

I think Dave Casimiro, our EVP who leads the charge on all this, is he's actually meeting with a hospital right now, he's not available on this call. I think if you were to say what do we think, the opportunity should be, we've seen things of you need $30 billion-plus of this stuff in Canada.

I think the reality is it's it's hard to say, because it is, at the moment, somewhat driven by the leadership of the specific hospitals and their ability to go and be forward-thinking and be commercial. Our pipeline today, I'd say we're actively in discussions on half a billion to a billion of similar assets today.

These things just, I'd say unlike a whether it's a logistics tenant who sends out an RFP and wants something in six months, these things take a long time to curate. I do think it could be a very material thing for us going forward that kind of keeps accelerating with every deal is kind of how it works.

It was the success of Lakeridge that drew this hospital CEO to say, "Wait a minute. How did they do that?

That's something I want to look at." I think it will accelerate, but I don't think we're at a point now where we're exhausted in our capacity or have to go find partners or additional capital to do it yet.

Giuliano Thornhill

Right. As this kind of outpatient trend accelerates or picks up, how could that impact your kind of existing tenant base and business within Canada?

Is there, potentially your physicians kind of going to be pressured because there's more competition? Is there any Do you have a sense of kind of what the risks are there to your business?

Zach Vaughan

Everything we own in Canada is essentially outpatient, there's no risk there. I think, in fact, the changes they're making particularly to general practitioners and family doctors where they're basically going to make it more favorable for them to be in that line of healthcare work, actually improve our existing assets, which are geared towards that.

I think what we will see, and that we're working with groups with, is there's a big push on community healthcare, where basically it could be as simple as, in our buildings, we have 30 tenants, and 15 of them join together and create a community health center in our asset. What it would mean is that effectively we end up with one tenant on the lease, as opposed to 15 or 20.

Inherently we have better credit, yet you have all the individual practitioners behind the lease. That's a trend we're starting to see.

I think if you were to compare it to the US, I think our average tenant size, again, I wish Dave were here to answer this, but is around I don't know, a little over 1,000 square feet. If you were to compare it to the same outpatient things in the US, it's probably closer to 4,500 square feet, where that model exists where physicians partner together into more sort of family medical groups.

I think that will happen. I don't think it In fact, I think it will benefit our real estate over time, and puts us in a great position, because we already have all those uses in the asset.

Giuliano Thornhill

The tenant scale wouldn't be a risk to leasing dynamics for yourselves, as in they might be able to get better rents or lower rents, mind you?

Zach Vaughan

I don't think so. I think as we look at our Canadian assets generally, there's been a bit of noise around some movements around operationally, but that we tend to get 3-ish percent, 3% to 4% rent growth a year.

I don't think that would change, and I don't think an 800-square-foot tenant moving to be a 4,500-square-foot tenant would materially impact either their ability to move us or not. I think the question could be, if we were to look out a few years and all of a sudden we had billions of this new stuff in this new kind of healthcare infrastructure in production to the extent all of a sudden, it got highly competitive, then that may change our outlook.

We have a long runway until that happens.

Giuliano Thornhill

Okay. All right.

Thanks, guys. I'll jump back in the queue.

Zach Vaughan

Thanks.

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

Hi, good morning. Just want to come back to the European asset sale.

Initially, I think, we were thinking that it was perhaps just the wholly-owned assets or a portion thereof, but it looks like, you've got the JV some of the JV assets in there, too. I'm just curious, can you maybe just expand on the evolution of that transaction?

Zach Vaughan

I think that's a good question, Pammi. We started out initially with the idea of really our assets just in Germany, just in the outpatient sector.

What we realized is that, a little more scale would be beneficial, and our assets in the Netherlands were probably closer to outpatient and that they had varying remaining lease terms, even though in some cases you had some larger tenant clinics. We worked with our partner and said, "Look, it may make sense to sort of put this together and take it out."

Essentially, it became, I'd say, more of an exit of a certain type of asset, in that what we're left with primarily is, again, we have one asset that's not part of the sale perimeter that we have some stuff to do and then we'll exit. Then everything else we're left with is just the clinics in our joint venture that are long-term triple-net leases to essentially one I think essentially one tenant.

That's kind of how it came together. Obviously, Mike's here, and obviously did a great job in kind of getting everything together, but it was complicated, and that, you have assets from different pools of capital, we had to make sure that, that things were transparent.

We worked hand in hand with our joint venture partner, who did an exceptional job with us moving very quickly to get this done. That's kind of how it evolved.

It was more driven by initially our desire to say maybe we want to get out of that portfolio, and then we added some to it, but then said we just didn't think the clinics, in addition to that, they're sort of a different profile: they're probably more of a credit-oriented single-tenant net lease profile buyer than what the bulk of our portfolio was.

Pammi Bir

To clarify, your partner has exited those assets as well, they're part of the deal?

Zach Vaughan

They've exited the Yes, they're going

Pammi Bir

to

Zach Vaughan

exit with us.

Pammi Bir

Right. Okay.

Then, Zach, just in your letter, you talked about the growth in the US or potentially redeploying capital into the US and identifying a, I guess, strategic transaction. Can you maybe expand on that and maybe where are you in that process?

Then I guess the second part to that is do the current US assets fit into, I guess, that objective?

Zach Vaughan

I think I've said before, I'll start with the current assets, Pammi, in that if I had my way, I wish we just didn't have them, and I could start with a blank slate. I don't think there's a lot That portfolio, although the assets are fine, there's not they're it's a disparate group, and it's a mix of asset types.

I think as we look forward, we want to focus on outpatient, surgery, and to a small extent inpatient rehab. The US is, although it's extraordinarily liquid and transparent, the assets are pretty small, like a $50 million outpatient asset or surgery center is pretty rare, just in terms of how decentralized the health system is.

My view has always been that we need to be in the US to grow, it's an enormous investable universe, it has the same underlying demographics, but in order to do it, we really need we I can't have people flying out of Toronto trying to buy assets and kind of run assets. We need a pretty deep position there that'll let us have the right kind of relationships with the health systems, the right access to transactions.

If you think about it, even the volume of transactions that happens there is large, there's it's a very fragmented market, and you really have to be there to take advantage of the opportunities. Again, we're exploring everything from strategic transactions, which could involve an M&A type of deal, to, sort of, more strategic alignment or acquisition of a group of, call them healthcare infrastructure asset managers, to really help us grow, because ideally what we want is an entity or group that will help us make very repeatable, simple repeatable investments with very low friction, and have the relationships with the health systems we need to continue to kind of grow the portfolio.

That's where we are. We've been meeting people.

Obviously, we've had a lot to do just in the existing portfolio, but as we look forward, big priority for me is to kind of start to narrow down the kind of field of options for us in terms of how we might do this.

Pammi Bir

Got it. That's good color.

Then just lastly, on the new development, I think it was $112 million, which market was that in, and what's the what sort of yield expectations are you targeting?

Zach Vaughan

It's in Ontario. That's about what we can say at the moment, although we'll be able to there'll be more news on it.

Look, I think when we're all said and done, the starting yield will be kind of 7%-ish,

Pammi Bir

which,

Zach Vaughan

again, as we look at it and you say if you can generate that with a very long-term commitment that's essentially supported by the government on an infrastructure-like asset with ongoing rent, it's pretty compelling. In my mind, where, I think there's infrastructure capital that would look for levered sevens all in.

We feel quite good about, again, we're not developers for profit, but, if you were to look at I think what the development profit on these could be quite meaningful, although that's not our intent. Our intent is to build these and kind of hold them.

Pammi Bir

Sorry, the 7% is going-in, just want to clarify, 7% going-in plus the steps, yeah, annual escalators in those leases? Okay.

Zach Vaughan

Correct. Over

Pammi Bir

and

Zach Vaughan

these are very long-term commitments, right? This is not, hey, it's a 10-year lease on a warehouse and, we're going to battle it out.

We're either going to win or lose depending on if someone else builds something. These are very long-term commitments, and they are infrastructure-like, and we saw that with Lakeridge.

This one's twice the size.

Pammi Bir

Right. Lastly, just want to confirm the European asset sale, is that roughly in the just doing the math based on your disclosure, roughly in the 6.5% range in terms of the cap rate?

Stephanie Karamarkovic

That's pretty close.

Pammi Bir

Yep. Okay.

Thanks very much. I'll turn it back.

Zach Vaughan

Thanks.

Operator

We have a follow-up question from Giuliano Thornhill with National Bank. Please go ahead.

Giuliano Thornhill

Hey, guys. I'll just be brief.

I was just wondering, was there an option to sell the management rights to TPG or possibly another buyer, and yeah, was that considered at all?

Zach Vaughan

Do you mean the management in terms of our joint venture?

Giuliano Thornhill

Exactly, the

Zach Vaughan

fee

Giuliano Thornhill

stream and the

Zach Vaughan

No, that's not, look, we're not. Look, it's not something we would unlike Vital, this is a very important partnership for us.

We both enter this thing investing both of our own capital. It's not something we thought about now.

I think we more thought about the management of the outpatient assets that just require in that market, we don't quite have the scale, you either have to triple the size of the portfolio or exit. No, we still have our venture, it's still intact, although we sold a few assets out of it.

Then

Giuliano Thornhill

when does the board or has the board established a framework for kind of getting to distribution increases, a certain payout level? The final question I had was just what does net debt to EBITDA look like adjusted for the year for the transaction activity?

Stephanie Karamarkovic

Maybe first starting with distribution policy, I think, the board hasn't broached that yet. I think we're still in, a bit of transition mode in terms of the disposition activity and growth.

Really we're looking at 2026 as a year to kind of reposition the portfolio and start growing again. I think, things during the year might be slightly noisy in terms of earnings just as we try to fund match as best as possible our proceeds and redeployment or debt repayment.

Looking towards the end of 2027 or '26, we'll feel in a much more kind of stable position and be able to assess at that point. With respect to debt to EBITDA, the 8.7% or 8.7 times that we I quoted, that's, adjusting for Vital.

I think that that's probably a good indicator of where things trend in the next couple of quarters. With the further deleveraging from the European asset sale, we could see that come down a little bit, but I think we're kind of in that low or high eights range for the next little bit.

Giuliano Thornhill

Okay. Thank you, guys.

Stephanie Karamarkovic

Thanks, Giuliano.

Zach Vaughan

Thanks, Giuliano.

Operator

The next question is from Dean Wilkinson with CIBC. Please go ahead.

Dean Wilkinson

Thanks. Morning, everyone.

Most everything has been asked already. Just want to confirm on the Healthscope, pro forma the asset sales, I get that at around 11% or 8% from from the sort of 6/6.

Would that be in the ballpark range, Stephanie?

Stephanie Karamarkovic

I think that sounds right. I can confirm that offline, and if it's not, I'll let but I think that sounds right.

Dean Wilkinson

Sounds good. Then just your comments about sort of earnings neutral on the dispositions and the rest of that, could we then infer sort of that 11, 12 cents per share quarterly run rate on FFO was as a pretty decent number?

Stephanie Karamarkovic

I don't want to give concrete guidance, but yeah, I think 2026 we see as kind of a flat year overall to 20 2025, just given all of the repositioning activities.

Dean Wilkinson

Right, that makes sense. That's it.

Thanks.

Zach Vaughan

Thanks, Dean.

Operator

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

Alyssa Barry

Thank you, everyone, for joining us today. We appreciate your support.

We look forward to updating you on our progress next quarter. For any further questions, please feel free to reach out to us directly.

With that, have a great rest of your day.

Operator

This brings to a close today's conference call. You may disconnect your lines.

Thank you for participating, and have a pleasant day.