Summary
Welltower Inc. (WELL) announced on April 25, 2018, a significant strategic move with the entry into an Agreement and Plan of Merger to acquire Quality Care Properties, Inc. (QCP) in an all-cash transaction. This acquisition, valued at $20.75 per QCP share plus a daily cash payment of $0.006 from August 25, 2018, through closing, aims to consolidate Welltower's real estate portfolio within the healthcare sector. The transaction is contingent upon several conditions, including QCP shareholder approval and the successful closing of ProMedica Health System's acquisition of HCR ManorCare. This deal is structured to integrate QCP's real estate assets related to the ManorCare business into a joint venture with ProMedica. Welltower has secured a $1.0 billion senior unsecured bridge credit facility to finance a portion of the cash consideration and related expenses, indicating a well-funded acquisition strategy.
Key Highlights
- 1Welltower Inc. entered into a definitive merger agreement to acquire Quality Care Properties, Inc. (QCP) for $20.75 per share in cash, plus a daily cash accrual.
- 2The acquisition is structured as an all-cash merger, pending customary closing conditions and QCP shareholder approval.
- 3A key condition for closing is the successful acquisition of HCR ManorCare by ProMedica Health System, Inc.
- 4Welltower will form a joint venture with ProMedica to own QCP's ManorCare-related real estate assets and lease them back to ManorCare.
- 5The transaction is expected to close in the third quarter of 2018.
- 6Welltower has secured a $1.0 billion senior unsecured bridge credit facility to support the transaction's financing.
- 7The filing includes details on potential termination fees for both Welltower and QCP under specific circumstances.