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Merger with HTA (Tables)
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Consideration Transferred
The implied consideration transferred on the Closing Date is as follows:
Dollars in thousands, except for per share data
Shares of Legacy HTA Common Stock outstanding as of July 20, 2022 as adjusted(a)
228,520,990 
Exchange ratio1.00 
Implied shares of Legacy HR Common Stock issued228,520,990 
Adjusted closing price of Legacy HR Common Stock on July 20, 2022(b)
$24.37 
Value of implied Legacy HR Common Stock issued$5,569,057 
Fair value of Legacy HTA restricted stock awards attributable to pre-Merger services(c)
7,406 
Consideration transferred$5,576,463 
(a) Includes 228,520,990 shares of Legacy HTA Common Stock as of July 20, 2022. The number of shares of HTA Common Stock presented above was based on 228,857,717 total shares of Legacy HTA Common Stock outstanding as of the Closing Date, less 192 HTA fractional shares that were paid in cash less 336,535 shares of Legacy HTA restricted stock (net of 215,764 shares of Legacy HTA restricted stock withheld). For accounting purposes, these shares and units were converted to Legacy HR Common Stock, at an exchange ratio of 1.00 per share of HTA Common Stock.
(b) For accounting purposes, the fair value of Legacy HR Common Stock issued to former holders of Legacy HTA Common Stock was based on the per share closing price of Legacy HR Common Stock on July 20, 2022.
(c) Represents the fair value of Legacy HTA restricted shares which fully vested prior to the closing of the Merger or became fully vested as a result of the closing of the Merger and which are attributable to pre-combination services.
Schedule of Fair Values of the Assets Acquired And Liabilities Assumed
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the Closing Date:
Dollars in thousandsPRELIMINARY AMOUNTS RECOGNIZED ON THE CLOSING DATEMEASUREMENT PERIOD ADJUSTMENTSPRELIMINARY AMOUNTS RECOGNIZED ON THE CLOSING DATE
(as adjusted)
ASSETS
Real estate investments
Land $985,926 $6,775 $992,701 
Buildings and improvements6,960,418 (83,662)6,876,756 
Lease intangible assets(a)
831,920 1,230 833,150 
Financing lease right-of-use assets9,874 3,146 13,020 
Construction in progress10,071 (6,744)3,327 
Land held for development46,538 — 46,538 
Total real estate investments$8,844,747 $(79,255)$8,765,492 
Assets held for sale, net 707,442 (7,946)699,496 
Investments in unconsolidated joint ventures67,892 — 67,892 
Cash and cash equivalents26,034 11,403 37,437 
Restricted cash 1,123,647 (1,247)1,122,400 
Operating lease right-of-use assets198,261 17,786 216,047 
Other assets, net (b) (c)
209,163 (3,840)205,323 
Total assets acquired$11,177,186 $(63,099)$11,114,087 
LIABILITIES
Notes and bonds payable $3,991,300 $— $3,991,300 
Accounts payable and accrued liabilities 1,227,570 17,374 1,244,944 
Liabilities of assets held for sale28,677 (3,939)24,738 
Operating lease liabilities 173,948 10,173 184,121 
Financing lease liabilities 10,720 (855)9,865 
Other liabilities 203,210 (11,541)191,669 
Total liabilities assumed$5,635,425 $11,212 $5,646,637 
Net identifiable assets acquired$5,541,761 $(74,311)$5,467,450 
Non-controlling interest$110,702 $— $110,702 
Goodwill$145,404 $74,311 $219,715 
(a) The weighted average amortization period for the acquired lease intangible assets is approximately 6 years.
(b) Includes $15.9 million of contractual accounts receivable, which approximates fair value.
(c) Includes $78.7 million of gross contractual real estate notes receivable, the fair value of which was $74.8 million, and the Company preliminarily expects to collect substantially all of the real estate notes receivable proceeds as of the Closing Date.
The following table summarizes the estimated relative fair values of the assets acquired and liabilities assumed in the real estate acquisitions for 2022 as of the acquisition date:
ESTIMATED
FAIR VALUE
in millions
ESTIMATED
USEFUL LIFE
in years
Building$250.7 
14.0 - 38.0
Land76.1 — 
Land Improvements11.2 
5.0 - 14.0
Intangibles
At-market lease intangibles48.8 
1.5 - 13.4
Above-market lease intangibles (lessor)15.9 
1.3 - 15.6
Below-market lease intangibles (lessor)(2.2)
1.3 - 19.3
Below-market lease intangibles (lessee)1.2 
13.1
Other assets acquired0.4 
Accounts payable, accrued liabilities and other liabilities assumed(2.9)
Total cash paid$399.2 
The following table summarizes the estimated relative fair values of the assets acquired and liabilities assumed in the real estate acquisitions for 2021 as of the acquisition date:
ESTIMATED
FAIR VALUE
in millions
ESTIMATED
USEFUL LIFE
in years
Building$275.1 
18.0 - 44.0
Investment in financing receivables, net185.9 
0.5 - 34.0
Financing lease right of use assets 1
8.9 
15.0 - 34.0
Land34.1 — 
Land Improvements8.9 
6.0 - 16.0
Intangibles
At-market lease intangibles58.8 
2.6 - 16.6
Above-market lease intangibles (lessor)3.4 
1.9 - 8.1
Below-market lease intangibles (lessor)(1.4)
3.1 - 21.8
Above-market lease intangibles (lessee)(0.3)
36.7 - 64.5
Below-market lease intangibles (lessee)4.7 
45.4
Mortgage notes payable assumed, including fair value adjustments(11.8)
Other assets acquired0.8 
Accounts payable, accrued liabilities and other liabilities assumed(5.6)
Total cash paid$561.5 
Schedule of Business Acquisition, Pro Forma Information
The following pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.
YEAR ENDED
December 31,
Dollars in thousands20222021
Total revenues$1,391,096 $1,316,743 
Net income$130,445 $(78,990)