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Acquisitions
3 Months Ended
Mar. 31, 2017
Acquisitions  
Acquisitions

3.  Acquisitions 

 

The Company had no real estate business combinations during the three months ended March 31, 2017. However, the following business combinations occurred in prior years and continue to have disclosure relevance:

 

Medical Office Portfolio

 

The Medical Office Portfolio is comprised of 34 medical office buildings acquired for a purchase price of $758.8 million during the year ended December 31, 2016.  These properties, which collectively comprise 1.9 million square feet, are geographically dispersed throughout the U.S. and primarily affiliated with major hospitals or located on or adjacent to major hospital campuses. No goodwill or bargain purchase gains were recognized in connection with the Medical Office Portfolio acquisition as the purchase price equaled the fair value of the net assets acquired.

 

Woodstar Portfolio

 

The Woodstar Portfolio is comprised of 32 affordable housing communities with 8,948 units concentrated primarily in the Tampa, Orlando and West Palm Beach metropolitan areas. During the year ended December 31, 2015, we acquired 18 of the 32 affordable housing communities of the Woodstar Portfolio with the final 14 communities acquired during the year ended December 31, 2016 for an aggregate acquisition price of $421.5 million.  We assumed federal, state and county sponsored financing and other debt in connection with this acquisition.

 

No goodwill was recognized in connection with the Woodstar Portfolio acquisition as the purchase price did not exceed the fair value of the net assets acquired.  A bargain purchase gain of $8.4 million was recognized within other income, net in our consolidated statement of operations for the year ended December 31, 2016 as the fair value of the net assets acquired exceeded the purchase price due to favorable changes in net asset fair values occurring between the date the purchase price was negotiated and the closing date.

 

Investing and Servicing Segment Property Portfolio

 

The Investing and Servicing Segment Property Portfolio (the “REO Portfolio”) is comprised of controlling interests in 24 commercial real estate properties acquired from CMBS trusts.  During the year ended December 31, 2015, we acquired 14 of these properties with the remaining 10 properties acquired during the year ended December 31, 2016 for an aggregate acquisition price of $268.5 million. When the properties are acquired from CMBS trusts that are consolidated as VIEs on our balance sheet, the acquisitions are reflected as repayment of debt of consolidated VIEs in our condensed consolidated statements of cash flows. 

 

No goodwill was recognized in connection with the REO Portfolio acquisitions as the purchase prices did not exceed the fair values of the net assets acquired. A bargain purchase gain of $8.8 million was recognized within change in net assets related to consolidated VIEs in our consolidated statement of operations for the year ended December 31, 2016 as the fair value of the net assets acquired for certain properties exceeded the purchase price.

 

During the three months ended March 31, 2017, in accordance with ASU 2015-16, Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments, we adjusted our initial provisional estimates of the acquisition date fair values of the identified assets acquired and liabilities assumed for a certain property acquired within the REO Portfolio during the year ended December 31, 2016 to reflect new information obtained regarding facts and circumstances that existed at the acquisition date.  The following table summarizes the measurement period adjustment applied to this property’s initial provisional acquisition date balance sheet (amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Measurement

    

 

 

 

Initial

 

Period

 

Adjusted

Assets acquired:

 

Amounts

 

Adjustments

 

Amounts

Properties

 

$

12,087

 

$

660

 

$

12,747

Intangible assets

 

 

4,270

 

 

(802)

 

 

3,468

Other assets

 

 

97

 

 

 —

 

 

97

Total assets acquired

 

 

16,454

 

 

(142)

 

 

16,312

Liabilities assumed:

 

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

 

1,539

 

 

(142)

 

 

1,397

Total liabilities assumed

 

 

1,539

 

 

(142)

 

 

1,397

Non-controlling interests

 

 

3,084

 

 

 —

 

 

3,084

Net assets acquired

 

$

11,831

 

$

 —

 

$

11,831

 

The net income effect associated with this measurement period adjustment during the three months ended March 31, 2017 was immaterial.

 

Ireland Portfolio

 

The Ireland Portfolio is comprised of 12 net leased fully occupied office properties and one multi-family property all located in Dublin, Ireland, which the Company acquired during the year ended December 31, 2015.  The Ireland Portfolio, which collectively is comprised of approximately 600,000 square feet, included total assets of $518.2 million and assumed debt of $283.0 million at acquisition. Following our acquisition, all assumed debt was immediately extinguished and replaced with new financing of $328.6 million from the Ireland Portfolio Mortgage (as set forth in Note 9).  No goodwill or bargain purchase gain was recognized in connection with the Ireland Portfolio acquisition as the purchase price equaled the fair value of the net assets acquired.