Welltower/ProMedica may be out as QCP courts another bidder

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The proposed deal is valued at $3.117 billion.
The proposed deal is valued at $3.117 billion.

Quality Care Properties announced Tuesday it is investigating an acquisition proposal that “could reasonably be expected to lead to a ‘superior offer' ” to one already on the table from real estate investment trust Welltower.

QCP did not name the potential new bidder, whose interest came about in an agreed upon, 45-day “go-shop” period that ended June 9. On behalf of QCP, Goldman Sachs & Co. contacted 34 potential parties including REITs, healthcare providers, operators, financial sponsors, nonprofit health organizations and others to gauge interest. Five parties were interested, but only one is packaging a bid.

In a press release issued by QCP, the company said its board is still recommending stockholders approve the company's merger with Welltower.

The developments mean continuing uncertainty for HCR ManorCare, which entered bankruptcy in March, exited and was set to be sold to QCP, its landlord, before ultimately being offered to Welltower.

For late-breaking developments, follow this story on McKnight's Senior Living.

As part of the April deal, Welltower was supposed to acquire the assets of QCP for $20.75 per share. ProMedica would acquire HCR ManorCare — including skilled nursing, memory care and assisted living communities — for approximately $1.35 billion. ProMedica has said it views the properties as strategic assets that allow it to diversify its business model and become a national company.

ManorCare would become a wholly owned indirect subsidiary of QCP.

A new 80/20 joint venture between Welltower and ProMedica would lease ManorCare's real estate to ProMedica for 15 years. ProMerica also would acquire ManorCare's operations.

In all, the proposed deal is valued at $3.117 billion.

QCP said its new suitor would still need to obtain debt financing and undergo a due diligence review of QCP and HCR ManorCare as well as negotiate a definitive merger agreement before the parties could determine whether they wanted to proceed, QCP said.