HCR ManorCare assets bought by HCP for $6B
HCP Inc. said Tuesday it will buy all the real estate assets of HCR ManorCare, which runs more than 300 rehabilitation and nursing facilities, for $6.1 billion in cash and stock.
The company first invested in HCR ManorCare in late 2007. HCP has said it wants to own real estate outright, not just through partnerships, and said HCR ManorCare has the largest and best portfolio of facilities in its industry.
In Western Pennsylvania, HCR ManorCare operates more than a dozen nursing homes, rehab centers and hospice care facilities, including in Shadyside, Scott, Bethel Park, Peters, Whitehall, Bedford, Jeannette, Irwin, Ross and Pittsburgh's East End.
"This transaction represents the culmination of the strategic vision we had several years ago" when it bought some of the company's debt, HCP CEO Jay Flaherty said.
Morgan Keegan analyst Robert Mains said HCP "has long indicated an interest in investing in premier nursing home assets," and described HCR ManorCare as the top nursing home operator in the United States.
HCP will pay $3.53 billion in cash and $852 million in stock for the properties. It can issue 25.7 million shares or a cash equivalent. The deal also includes $1.72 billion in funds HCP previously invested in HCR ManorCare. HCP, a real estate investment trust that owns and operates health facilities, will have an option to buy a 9.9-percent stake in HCR ManorCare for another $95 million.
In a separate deal announced Monday, HCP announced it will buy out its partner in a joint venture in a deal it valued at $860 million in total.
HCR ManorCare is owned by funds managed by private equity firm The Carlyle Group. It is based in Toledo, Ohio, and has 338 facilities that provide post-acute care, skilled nursing services, and assisted living facilities in 30 states. The company runs about 275 skilled nursing and rehabilitation centers and about 50 facilities that provide care for Alzheimer's and dementia patients. Its major markets are Ohio, Pennsylvania, Florida, and Michigan. HCP said HCR ManorCare will continue running those properties.
The purchase expands HCP's portfolio to about 1,000 properties, which it says are worth $19 billion in total. It already runs 250 senior housing properties and 45 skilled nursing facilities.
HCP took out a bridge loan worth up to $3.3 billion to complete the deal, and it will issue debt and 31 million shares of common stock in lieu of borrowings. The underwriters will have an option to buy another 4.7 million shares in the next 30 days to cover any over allotments.
The deal has been approved by the board of directors of HCP and the shareholders of HCR ManorCare. The companies expect it to close late in the first quarter of 2011. HCR ManorCare President, Chairman and CEO Paul Ormond will be invited to join HCP's board.
HCP also said it will acquire its partner's interest in a joint venture that owns 25 senior housing properties. The company will pay $137 million in cash and assume its partner's share of $650 million in debt. HCP held a 35-percent stake in the venture. It expects the deal to close by the end of January.
