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HCR ManorCare Bankruptcy Agreement Reached

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Quality Care Properties (QCP) announced that it has entered into an agreement with ProMedica Health System, under which ProMedica Health System will assume the rights and obligations of QCP, pursuant to the March 2, 2018 plan sponsor agreement between QCP and HCR ManorCare.

As a result, ProMedica Health System will acquire HCR ManorCare at the completion of HCR ManorCare’s Chapter 11 bankruptcy process. Separately, QCP entered into a definitive agreement to be acquired by Welltower for $20.75 per share in an all-cash transaction that would close concurrently with the closing of the QCP and ProMedica Health System transaction. The per share acquisition price represents an approximate 64.7% premium to the closing price of QCP common stock on March 1, 2018, the last day of trading prior to QCP’s announcement that it had entered into the original plan sponsor agreement to acquire HCR ManorCare, as well as an approximate 17.3% premium to the 60-day volume weighted average price ended April 24, 2018. QCP’s board has unanimously determined that the transaction is in the best interests of QCP and its shareholders, and will recommend that QCP shareholders approve the transaction. QCP will receive a reverse termination fee of $250 million if ProMedica Health System fails to acquire HCR ManorCare in the bankruptcy proceeding, and QCP will pay Welltower a termination fee of $19.8 million (or $59.5 million, in certain circumstances) if QCP terminates the agreement to accept a superior proposal, in each case subject to the provisions of the agreement.

Mark Ordan, QCP’s C.E.O., comments, “Through these agreements, we have found a unique owner for our skilled nursing and memory care/assisted living facilities with a relatively low cost of capital, an enormous and flexible balance sheet, a large CAPEX commitment to our assets and a vision of long-term value, beyond what QCP could likely deliver on a standalone and risk adjusted basis.”

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The post HCR ManorCare Bankruptcy Agreement Reached appeared first on Daily Bankrupt Company Updates | Bankrupt Company News.


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