QCP Quality Care Properties, Inc. (delisted)

   By WSJ Staff 
 

Welltower Inc. (WELL) has agreed to buy Quality Care Properties Inc. (QCP), while ProMedica Health System Inc. has entered into a related deal to acquire the operations of HCR ManorCare Inc., the companies said early Thursday.

Under the deal with rival real estate investment trust Welltower, QCP's shareholders will receive $20.75 in cash for each share of common stock, the companies said. They didn't provide any further financial details of the deal's valuation.

Welltower, based in Toledo, Ohio, also plans to assume all outstanding QCP debt, the companies said.

The per-share deal price represents an approximate 64.7% premium to the closing price of QCP common stock on March 1, the last day of trading prior to QCP's announcement that it had entered into an agreement to acquire HCR ManorCare, the companies said. At that time, HCR ManorCare filed for bankruptcy protection as part of its deal with QCP, which is based in Bethesda, Md.

ProMedica, a not-for-profit hospital operator, plans to take over the operations of HCR ManorCare, one of the largest nursing-home chains in the U.S., at the completion of the latter's chapter 11 process, the companies said. They didn't provide any financial details of that deal.

In addition, Welltower has formed an 80/20 joint venture with ProMedica that will hold the real estate of ManorCare and Arden Courts, QCP's principal tenants, the companies said.

ProMedica said the partnership would create a $7 billion health network with 70,000 employees in 30 states.

The agreements have been unanimously approved by Welltower's, ProMedica's and QCP's boards of directors, the companies said.

The deals are expected to close during the third quarter of 2018, the companies said.

The ProMedica transaction is subject to approval by the U.S. Bankruptcy Court overseeing HCR ManorCare's case, among other customary closing conditions. The Welltower deal is subject to approval by QCP's shareholders and other customary closing conditions.

Separately, Welltower said Thursday it generated net income of $437.7 million, or $1.17 a share, in the first quarter on revenue of $1.10 billion.

The company also said it raised its 2018 guidance for net income to a range of $2.55-$2.65 a share from $2.38-$2.48. The company also updated its 2018 acquisition guidance to include $2.2 billion of investments anticipated to close at year-end, in addition to deals that have been already announced.

(END) Dow Jones Newswires

April 26, 2018 03:02 ET (07:02 GMT)

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