According to a Genesis statement, the price represents a premium of approximately 31.1% above the average closing price of the stock over the past 30 trading days. On news of the acquisition, shares of GHCI spiked from $52.85 a share to $61.48 a share.

Having just acquired 11 properties in Maine, as GlobeSt.com reported, Genesis now operates 221 facilities, aggregating 26,768 beds in 13 states, according to a company spokeswoman. Of those, she says 195 are skilled nursing facilities, and 26 are assisted living properties. Locally based Genesis will continue to operate the facilities under the Genesis name.

"This transaction is a change in ownership, not a change in direction," says George Hager, Genesis' chairman and CEO, in a statement. The spokeswoman tells GlobeSt.com the transaction will take Genesis private.

Alpharetta, GA-based Formation Capital invests in senior living and healthcare facilities. McLean, VA-based JER is the private investment affiliate of JE Roberts Cos., a real estate investment management firm.

"After carefully considering GHC's strategic options, including evaluating proposals from a number of potential industry, strategic and financial buyers, the board concluded that the transaction was in the best interest of the company," Hager says. He notes that the JV partnership will allow GHC to accelerate its strategic goals…with a partner that has financial resources, understands our business and shares our vision for the future."

Within the past five years, Formation has acquired $1.5 billion in senior housing and long-term healthcare assets and provides asset management services to more than 250 facilities nationwide. In a statement, Arnold Whitman, Formation's CEO, says, "we share a long-term view of the industry along with GHC, which has consistently demonstrated high quality of care standards." GHC will operate as an independent company alongside Formation's portfolio of healthcare companies.

"We view this major acquisition as a key strategic investment for JER and Formation," adds Cia Buckley, president of JER's US fund business. The transaction is subject to shareholder and regulatory approvals, but not subject to a financing condition. Goldman Sachs acted as GHC's financial advisor. UBS Investment Bank advised the JER/Formation joint venture.

Instant Insights /

Private-Equity JV Buys Genesis for $1B Plus

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