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Subsequent Events Subsequent Events
6 Months Ended
Jun. 30, 2016
Subsequent Events [Abstract]  
Subsequent Events [Text Block]
SUBSEQUENT EVENTS

New Debt Financing

On July 15, 2016, we committed to additional debt financing from a private placement lender and locked in a fixed interest rate.  On or before October 6, 2016, we expect to issue $75,000,000 of 8-year notes with a coupon of 3.93%.  The notes are unsecured and require quarterly payments of interest only until maturity.  Terms and conditions of the new financing are similar to those under our bank credit facility with the exception of provisions regarding prepayment premiums.

Senior Living Management

On August 3, 2016, we entered into an agreement to furnish to our current tenant, Senior Living Management, Inc. (“SLM”), through its affiliates, loans of up to $24,500,000 to facilitate SLM’s acquisition of five senior housing facilities that it currently operates. The loans consist of two notes under a master credit agreement, include both a mortgage and a corporate loan, and bear interest at 8.25% with terms of five years, plus optional one and two-year extensions. NHI has a right of first refusal if SLM elects to sell the facilities.

Bickford

On July 15, 2016, NHI extended a $14,000,000 construction loan facility to Bickford for the purpose of developing and operating an assisted living/memory care community in Illinois. Initial funding at the loan date was $1,037,000, interest is to accrue at 9%, and the loan is to mature on July 15, 2021. The promissory note is secured by a first mortgage lien on substantially all real and personal property as well as a pledge of any and all leases or agreements which may grant a right of use to the subject property. Usual and customary covenants extend to the agreement, including the borrower’s obligation for payment of insurance and taxes. The loan and subject property are not included in the existing RIDEA joint venture between the parties.

On August 4, 2016, NHI and Bickford announced their intention under a letter of understanding, to terminate the joint venture that has been in place between the parties since September 30, 2012 and convert Bickford to a triple-net tenancy. The letter of understanding is subject to certain conditions including: final approval by secured lenders, legal and tax review, and the negotiation and execution of legal documents. According to plans for the unwinding, NHI has agreed to redeem Bickford’s 15% interest in the real estate underlying the joint venture (PropCo) for a payment to Bickford of $25,100,000, and Bickford is to pay NHI $8,100,000 in redemption of our non-controlling 85% interest in senior housing operations (OpCo), which we have carried on our balance sheet as an equity-method investment. For accounting purposes, these allocations will be subject to final fair valuation.

NHI’s gain from the sale of OpCo, if any, will be calculated on the difference between the carrying amount of our equity-method investment, including the related net operating loss carry-forward, and proceeds attributed to the redemption, based on fair value of the interests conveyed. No gain or loss will be recognized on our acquisition of Bickford’s 15% interest in PropCo, which has previously been consolidated. Rather, Bickford’s non-controlling interest will be de-recognized, and the difference between the fair value of NHI’s cost allocated to the redemption and the carrying amount for Bickford’s non-controlling interest will be recorded as an adjustment to equity through additional-paid-in capital.

Additional provisions of the letter of understanding govern the unwinding of developmental and expansion projects either currently being undertaken or in the planning stages, provide for dispensation of transaction costs, impose a purchase option structure related to in-place loans for the construction of facilities, put in place rights of first refusal on future development, and generally preserve the existing rent structure. Personal guarantees are to be modified to more appropriately reflect the revision of ownership roles. Because of the nature and extent of conditions precedent to closing, a precise time-frame to finalize the closing is still uncertain.