3. Acquisitions and Dispositions

Master Lease Portfolio

On September 25, 2017, we acquired 20 retail properties and three industrial properties (the “Master Lease Portfolio”) for a purchase price of $553.3 million, inclusive of $3.7 million of related transaction costs. Concurrently with the acquisition, we leased the properties back to the seller under corporate guaranteed master net lease agreements with initial terms of 24.6 years and periodic rent escalations. These properties, which collectively comprise 5.3 million square feet, are geographically dispersed throughout the U.S., with more than 50% of the portfolio, by carrying value, located in Utah, Florida, Texas and Minnesota. We utilized $265.9 million in new financing in order to fund the acquisition (as set forth in Note 9). The acquisition was accounted for as an asset acquisition.

Investing and Servicing Segment Property Portfolio

During the three and nine months ended September 30, 2017, our Investing and Servicing Segment acquired the net equity of one and two commercial real estate properties from CMBS trusts, respectively, for $18.2 million and $37.2 million, respectively. These properties, aggregated with the controlling interests in 24 commercial real estate properties acquired from CMBS trusts during the years ended December 31, 2015 and 2016 for an aggregate acquisition price of $268.5 million, comprise the Investing and Servicing Segment Property Portfolio (the “REIS Equity Portfolio”). 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.

We applied the business combination provisions of ASC 805, Business Combinations, in accounting for the REIS Equity Portfolio acquisitions. No goodwill was recognized in connection with the REIS Equity Portfolio acquisitions as the purchase prices did not exceed the fair values of the net assets acquired. A bargain purchase gain of $0.6 million was recognized within change in net assets related to consolidated VIEs in our condensed consolidated statement of operations for the nine months ended September 30, 2017 and $8.8 million 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 nine months ended September 30, 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 REIS Equity 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 the initial provisional acquisition date balance sheet (amounts in thousands):


	2016 Acquisition Adjustment
			Measurement
	Initial		Period		Adjusted
Assets acquired:	Amounts		Adjustment		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 the measurement period adjustment during the nine months ended September 30, 2017 was immaterial.

During the three and nine months ended September 30, 2017, we sold two and four properties within the Investing and Servicing Segment for $26.0 million and $40.7 million, respectively, recognizing gain on sale of $11.2 million and $16.3 million, respectively, within gain on sale of investments and other assets in our condensed consolidated statements of operations. During both the three and nine months ended September 30, 2017, $2.4 million of such gains were attributable to non-controlling interests.

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.

Ireland Portfolio

The Ireland Portfolio was initially 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.

During the nine months ended September 30, 2017, we sold one office property within the Ireland Portfolio for $3.9 million, recognizing an immaterial gain on sale within gain on sale of investments and other assets in our condensed consolidated statement of operations.

Purchase Price Allocations of Business Combinations

We applied the business combination provisions of ASC 805, Business Combinations, in accounting for the 2017 REIS Equity Portfolio acquisitions. In doing so, we have recorded all identifiable assets acquired and liabilities assumed as of the acquisition date. These amounts are provisional and may be adjusted during the measurement period, which expires no later than one year from the acquisition date, if new information is obtained that, if known, would have affected the amounts recognized as of the acquisition date.

The following table summarizes the identified assets acquired and liabilities assumed as of the acquisition date (amounts in thousands):


	2017
	REIS Equity
Assets acquired:	Portfolio
Properties	$	34,902
Intangible assets		4,272
Other assets		1
Total assets acquired		39,175
Liabilities assumed:
Accounts payable, accrued expenses and other liabilities		1,329
Total liabilities assumed		1,329
Net assets acquired	$	37,846