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Subsequent Events
9 Months Ended
Sep. 30, 2014
Subsequent Events [Abstract]  
Subsequent Events

11. Subsequent Events

Median Acquisition and Financing

On October 15, 2014, we entered into definitive agreements pursuant to which we will acquire substantially all the real estate assets of Median Kliniken S.à r.l. (“Median”), a German provider of post-acute and acute rehabilitation services, for an aggregate purchase price that is expected to be approximately €705 million, (or $900 million). The portfolio includes 38 rehabilitation hospitals and two acute care hospitals located across 12 states in the Federal Republic of Germany.

We expect to consummate the transaction through a two step process in partnership with affiliates of Waterland Private Equity Fund V C.V. (“Waterland”). In the first step, an affiliate of Waterland will acquire 94.9% of the outstanding equity interest in Median pursuant to a stock purchase agreement with Median’s current owners. We will indirectly acquire the remaining 5.1% of the outstanding equity interest and provide interim loans in aggregate amounts up to the expected purchase price of the real estate assets. The consummation of the Median acquisition is subject to customary closing conditions, including German antitrust clearance. The loans we make will bear interest at a rate similar to the initial lease rate under the sale and leaseback transactions described below.

Concurrently with or as soon as practical following the closing of the Median acquisition, we will acquire substantially all of Median’s real estate assets under a sale and leaseback agreement. We will either assume or novate any third party debt attributable to the real estate assets or provide the cash required to repay the third party debt. The purchase price we are required to pay for the real estate assets will be offset, pro rata, against amounts of debt that we assume or have provided cash to repay, and/or against the amounts of loans previously made. The sale and leaseback transactions are conditioned on the acquisition of Median described above and is also subject to customary real estate, regulatory and other closing conditions, including waiver of any statutory pre-emption rights by local municipalities. To the extent we are unable to acquire the entire Median portfolio as contemplated, we will have a right of first refusal with regard to any new real estate properties owned or acquired by Median.

Upon our acquisition of the real estate assets, we will lease them back to Median under a 27 year master lease, with annual escalators at the greater of one percent or 70% of the German consumer price index. We expect the transactions to be completed during the first quarter of 2015.

An affiliate of Waterland controls RHM, the operator and lessee of the German facilities that we currently own.

Subject to prevailing market conditions, we intend to finance the Median transactions with the assumption of existing mortgage debt on the facilities, net proceeds of borrowings under our Credit Facility, new secured and unsecured debt issuances, equity issuances, or a combination thereof.

On October 17, 2014, we exercised the $250 million accordion to our existing Credit Facilty which increased the current aggregate committed size of the facility to $1.15 billion. In addition, we negotiated for a new accordion of up to $400 million, for total aggregate capacity of $1.55 billion. We also amended the Credit Facility to increase the alternative currency sublimit to €500 million and certain covenants in order to permit us to consummate and finance the Median transactions. Finally, we have received a commitment letter from J.P. Morgan, pursuant to which JPM and a syndicate of lenders have agreed to fund a new one-year senior unsecured term loan of up to $225 million. The commitment letter is subject to customary conditions for this this type of financing, including, but not limited to, consummation of the Median transactions. The commitment letter provides that, subject to certain exceptions, the commitment will be reduced by the amount of additional debt and equity capital that we raise (or if the term loan is then funded we will be obligated to repay the term loan in such amount).

Other Acquisitions and Financing

On October 31, 2014, we acquired a 237-bed acute care hospital, four medical office buildings and a behavioral health facility in Sherman, Texas for $32.5 million. Alecto Healthcare Services is the tenant and operator pursuant to a 15-year lease agreement with three five-year extension options. In addition we agreed to fund a working capital loan up to $7.5 million, of which $3 million was funded on October 31, 2014.

On September 18, 2014, we entered into definitive agreements to acquire three RHM rehabilitation facilities in Germany for an aggregate purchase price of €63.6 million (approximately $81 million). These facilities include: Bad Mergentheim (211 beds), Bad Tolz (248 beds), and Bad Liebenstein (271 beds). All three properties will be included under our existing master lease agreement with RHM. On November 4, 2014, we closed on the Bad Liebenstein facility and expect to close on the other two facilities in the 2014 fourth quarter.

During November 2014, we sold 0.8 million shares of our common stock under our at-the-market equity offering program, at an average price of $13.62 per share resulting in net proceeds of $10.3 million.