An HCR MancorCare facility. Photo by HCR ManorCareBETHESDA, MD–Quality Care Properties stockholders approved the $1.95 billion acquisition of the company by Welltower at a special meeting of stockholders held this morning. When the deal closes, Quality Care stockholders will receive $20.75 in cash for each share of Quality Care common stock.
Last month Quality Care announced it had received a counter proposal during the go-shop period that the board determined could lead to a superior offer. However as the board made clear at the time it hadn't determined whether that proposal was in fact a superior offer and it did not changed its recommendation that Quality Care stockholders vote to approve the merger with Welltower.
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The Welltower proposal is a complicated one, having to take into account Quality Care's troubled skilled nursing tenant HCR ManorCare which is currently in Chapter 11 bankruptcy.
As part of the deal, Quality Care negotiated a separate agreement with ProMedica Health System in which ProMedica will acquire HCR ManorCare when it completes its Chapter 11 bankruptcy. ProMedica will also acquire Quality Care's other major tenant, Arden Courts, the nation's second largest provider of post-acute services and long-term care.
The two deals are expected to close concurrently, with Welltower forming an 80/20 joint venture with ProMedica to facilitate the transactions and to hold the HCR ManorCare and Arden Courts real estate.
The total deal value, including all these moving parts, comes to $3.117 billion.
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Erika Morphy
Erika Morphy has been writing about commercial real estate at GlobeSt.com for more than ten years, covering the capital markets, the Mid-Atlantic region and national topics. She's a nerd so favorite examples of the former include accounting standards, Basel III and what Congress is brewing.
