UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 15, 2015
American Realty Capital Healthcare Trust, Inc.
(Exact name of registrant as specified in its charter)
|
Maryland |
|
001-36394 |
|
27-3306391 |
|
(State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
405 Park Avenue
New York, New York 10022
(Address, including zip code, of principal executive offices)
Registrant’s telephone number, including area code: (212) 415-6500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 1.01 by reference.
Item 1.02. Termination of a Material Definitive Agreement.
On January 16, 2015, in connection with the consummation of the Merger (as defined below), all indebtedness, liabilities and other obligations under the First Amended and Restated Senior Unsecured Credit Agreement, dated as of July 24, 2013, by and among the OP (as defined below), Key Bank National Association, as agent for the lenders, and the other parties thereto, as amended by the First Amendment thereto, dated as of January 23, 2014, and the Second Amendment thereto, dated as of April 7, 2014 (the “Credit Agreement”), were repaid in full and the Credit Agreement was terminated. No early termination penalties were incurred by the OP or HCT (as defined below) in connection with such termination.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 16, 2015, Ventas, Inc. (“Ventas”) completed its acquisition of American Realty Capital Healthcare Trust, Inc. (“HCT”), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 1, 2014, as amended (the “Merger Agreement”), by and among Ventas, HCT, Stripe Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Ventas (“Merger Sub”), Stripe OP, LP, a Delaware limited partnership of which Merger Sub was the sole general partner prior to the acquisition (“OP Merger Sub”), and American Realty Capital Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership of which HCT was the sole general partner prior to the acquisition (the “OP”). Pursuant to the Merger Agreement, on January 16, 2015, HCT merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving entity and as a wholly owned subsidiary of Ventas, and immediately thereafter OP Merger Sub merged with and into the OP (the “Partnership Merger” and together with the Merger, the “Mergers”), with the OP continuing as the surviving partnership and a wholly owned subsidiary of Merger Sub with the name “Ventas Realty Capital Healthcare Trust Operating Partnership, L.P.” (the “Surviving Partnership”).
At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share (“HCT Common Stock”), of HCT issued and outstanding immediately prior thereto (other than shares owned by HCT, Ventas or any of their respective wholly owned subsidiaries, which shares were canceled) was converted into the right to receive either (i) 0.1688 of a share of common stock, par value $0.25 per share (“Ventas Common Stock”), of Ventas (the “Stock Consideration”), with cash paid in lieu of fractional shares, or (ii) $11.33 in cash (the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration”), at the election of each HCT stockholder. Each share of HCT Common Stock in respect of which a valid stock or cash election was not made on or prior to the election deadline in accordance with the terms of the Merger Agreement was converted into the right to receive the Stock Consideration, and because the number of shares of HCT Common Stock for which a valid cash election was made prior to the election deadline was less than 10% of the outstanding shares of HCT Common Stock, no proration of Cash Consideration was necessary under the Merger Agreement.
Each restricted share of HCT Common Stock granted pursuant to HCT’s equity plans and outstanding immediately prior to the Effective Time vested in full immediately prior to the Effective Time and was entitled to receive the Merger Consideration determined in accordance with, and otherwise subject to the terms and conditions of, the Merger Agreement.
Ventas issued approximately 28.4 million shares of Ventas Common Stock and paid an aggregate amount of approximately $11.1 million in cash (excluding cash in lieu of fractional shares) to HCT stockholders as Merger Consideration.
At the effective time of the Partnership Merger, each OP limited partnership unit issued and outstanding immediately prior thereto, including the 5,613,374 units issued to American Realty Capital Healthcare Special Limited Partnership, LLC and 1,443,897 units held by individual affiliates of American Realty Capital Healthcare Advisors, LLC, was converted into a newly created class of limited partnership units of the Surviving Partnership (“Class C Units”) at the 0.1688 exchange ratio payable to HCT stockholders in the Merger, net of any Class C Units withheld to pay taxes. Also at the effective time of the Partnership Merger, the Second Amended and Restated Agreement of Limited Partnership of the Surviving Partnership was amended and restated as contemplated by the Merger Agreement. Subject to the terms of the amended and restated limited partnership agreement of the Surviving Partnership, each Class C Unit is entitled to distributions payable in respect of one share of Ventas Common Stock and is redeemable for one share of Ventas Common Stock (subject to adjustment upon the occurrence of certain events), or, at Ventas’s election, an equivalent amount in cash.
The description of the Merger Agreement contained in this Current Report on Form 8-K is qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by HCT on June 1, 2014, as amended pursuant to the First Amendment to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by HCT on September 16, 2014, each of which is incorporated in this Item 2.01 by reference.
A copy of the press release issued by Ventas and HCT on January 16, 2015 announcing the completion of the Merger is filed herewith as Exhibit 99.1 and is incorporated in this Item 2.01 by reference.
Item 3.01. Notification of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Merger, HCT notified the NASDAQ Global Select Market (“NASDAQ”) on January 16, 2015 that the Merger had been completed and that each outstanding share of HCT Common Stock (other than shares owned by Ventas, HCT or any of their respective wholly owned subsidiaries, which shares were canceled) was converted into the right to receive the Merger Consideration, subject to the terms and conditions of the Merger Agreement. HCT requested that NASDAQ file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “SEC”) with respect to the delisting of shares of HCT Common Stock and the deregistration of shares of HCT Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Shares of HCT Common Stock were delisted and removed from trading on NASDAQ immediately after the close of trading on January 16, 2015.
In addition, HCT intends to file with the SEC a certification and notice of termination on Form 15 requesting that shares of HCT Common Stock be deregistered under Section 12(g) of the Exchange Act and that HCT’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the HCT Common Stock be suspended.
Item 3.03. Material Modification to Rights of Security Holders.
At the Effective Time, holders of shares of HCT Common Stock outstanding immediately prior thereto ceased to have any rights as stockholders of HCT, other than the right to receive the Merger Consideration in accordance with the Merger Agreement. Accordingly, such holders receiving only Cash Consideration no longer have any interest in HCT’s future earnings or growth.
The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference.
Item 5.01. Changes in Control of Registrant.
On January 16, 2015, HCT merged with and into Merger Sub, a direct, wholly-owned subsidiary of Ventas, resulting in a change of control of HCT. The Merger Consideration was funded through the issuance of shares of Ventas Common Stock, assumption of debt, borrowings under Ventas’s revolving credit facility and cash on hand.
The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated in this Item 5.01 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
A special meeting of the stockholders of HCT was held on January 15, 2015 (the “Special Meeting”). At the Special Meeting, HCT stockholders were asked to vote on matters related to the Merger. HCT previously filed with the SEC the definitive proxy statement and related materials pertaining to the Special Meeting, which describe in detail each of the proposals submitted to stockholders at the Special Meeting. Stockholders owning a total of approximately 113,504,393 shares of HCT Common Stock were present in person or represented by proxy at the Special
Meeting, representing approximately 67% of the shares of HCT Common Stock outstanding as of the record date for the Special Meeting and entitled to vote. The final results for the votes regarding each proposal are set forth below.
Proposal One: To approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.
|
For |
|
Against |
|
Abstained |
|
Broker Non-Votes |
|
|
110,904,288 |
|
715,293 |
|
1,884,812 |
|
0 |
|
Proposal Two: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to named executive officers of HCT in connection with the Merger.
|
For |
|
Against |
|
Abstained |
|
Broker Non-Votes |
|
|
84,138,863 |
|
27,366,542 |
|
1,998,988 |
|
0 |
|
No other proposals were submitted to a vote of HCT’s stockholders at the Special Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit |
|
Description |
|
99.1 |
|
Press release issued by Ventas and HCT on January 16, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
STRIPE SUB, LLC, AS SUCCESSOR TO AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC. | |
|
|
| |
|
|
| |
|
Date: January 20, 2015 |
By: |
/s/ Brian K. Wood |
|
|
|
Name: Brian K. Wood |
|
|
|
Title: Vice President, Secretary and Treasurer |
EXHIBIT 99.1
VENTAS COMPLETES ACQUISITION OF HCT
CHICAGO, IL and NEW YORK, NY (January 16, 2015) — Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) and American Realty Capital Healthcare Trust, Inc. (NASDAQ: HCT) (“HCT”) today announced that Ventas has completed its previously announced acquisition of HCT.
“We are pleased to complete this attractive acquisition, which furthers our strategy of building a high-quality, diversified portfolio of healthcare and seniors housing assets that produce reliable growing cash flows,” Ventas Chairman and Chief Executive Officer Debra A. Cafaro said. “We have expanded our best-in-class medical office building franchise, adding 4 million square feet and over 20 new health systems to our client base and 10 new senior living operators to our business. We welcome them and look forward to working with them. Fueled by our strong balance sheet, attractive cost of capital and experienced team, we aim to deliver consistent superior performance to our constituents.”
“We are delighted to combine HCT with Ventas, one of the leading and most successful REITs globally,” HCT Chief Executive Officer Thomas P. D’Arcy said. “We assembled an excellent portfolio of medical office buildings and private pay senior living communities and delivered strong returns for our investors. In addition, our shareholders will benefit from being part of Ventas, a company with an outstanding history of value creation and dividend growth.”
Pursuant to the acquisition, HCT shares were converted into the right to receive either 0.1688 shares of Ventas common stock or $11.33 per share in cash, at the election of each HCT shareholder, and resulted in the issuance of approximately 28.4 million shares of Ventas common stock, 1.1 million units redeemable for shares of Ventas common stock (excluding cash in lieu of fractional shares) and payment of approximately $11 million in cash. In addition, Ventas assumed $167 million of mortgage debt and repaid approximately $740 million of debt, net of HCT cash on hand.
Ventas now has a total of approximately 330.7 million shares of common stock outstanding, including shares sold but not yet settled. In December 2014 and January 2015, Ventas raised approximately $536 million in gross proceeds through the issuance of approximately 7.1 million shares under the Company’s at-the-market (“ATM”) equity program to fund additional closed and pending investments unrelated to HCT totaling approximately $1 billion. The Company does not currently intend to issue additional shares under the ATM. The Company’s fully diluted share count approximates 334.8 million as a result of the HCT closing and ATM activity.
Ventas, Inc., an S&P 500 company, is a leading real estate investment trust. Its diverse portfolio of over 1,600 assets in the United States, Canada and the United Kingdom consists of seniors housing communities, medical office buildings, skilled nursing facilities, hospitals and other properties. Through its Lillibridge subsidiary, Ventas provides management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. More information about Ventas and Lillibridge can be found at www.ventasreit.com and www.lillibridge.com.
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding the Company’s or its tenants’, operators’, borrowers’ or managers’ expected future financial condition, results of operations, cash flows, funds from operations, dividends and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, merger integration, growth opportunities, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations and statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will” and other similar expressions are forward-looking statements. These forward-looking statements are inherently uncertain, and actual results may differ from the Company’s expectations. The Company does not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.
The Company’s actual future results and trends may differ materially from expectations depending on a variety of factors discussed in the Company’s filings with the Securities and Exchange Commission. These factors include without limitation: (a) the ability and willingness of the Company’s tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold harmless the Company from and against various claims, litigation and liabilities; (b) the ability of the Company’s tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness; (c) the Company’s success in implementing its business strategy and the Company’s ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments, including investments in different asset types and outside the United States; (d) macroeconomic conditions such as a disruption of or lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; (e) the nature and extent of future competition, including new construction in the markets in which the Company’s seniors housing communities and medical office buildings (“MOBs”) are located; (f) the extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; (h) the ability of the Company’s operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the Company’s properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents and patients; (i) changes in general economic conditions or economic conditions in the markets in which the Company may, from time to time, compete, and the effect of those changes on the Company’s revenues, earnings and funding sources; (j) the Company’s ability to pay down, refinance, restructure or extend its indebtedness as it becomes due; (k) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (l) final determination of the Company’s taxable net income for the year ended December 31, 2014 and for the year ending December 31, 2015; (m) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration of the leases, the Company’s ability to reposition its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant or manager, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant or manager; (n) risks associated with the Company’s senior living operating portfolio, such as factors that can cause volatility in the Company’s operating income and earnings generated by those properties, including without limitation national and regional economic conditions, costs of food, materials, energy, labor and services, employee benefit costs, insurance costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties; (o) changes in exchange rates for any foreign currency in which the Company may, from time to time, conduct business; (p) year-over-year changes in the Consumer Price Index or the UK Retail Price Index and the effect of those changes on the rent escalators contained in the Company’s leases and the Company’s earnings; (q) the Company’s ability and the ability of its tenants, operators, borrowers and managers to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers; (r) the impact of increased operating costs and uninsured professional liability claims on the Company’s liquidity, financial condition and results of operations or that of the Company’s tenants, operators, borrowers and managers, and the ability of the Company and the Company’s tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims; (s) risks associated with the Company’s MOB portfolio and operations, including the Company’s ability to successfully design, develop and manage MOBs, to accurately estimate its costs in fixed fee-for-service projects and to retain key personnel; (t) the ability of the hospitals on or near whose campuses the Company’s MOBs are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups; (u) the Company’s ability to build, maintain and expand its relationships with existing and prospective hospital and health system clients; (v) risks associated with the Company’s investments in joint ventures and unconsolidated entities, including its lack of sole decision-making authority and its reliance on its joint venture partners’ financial condition; (w) the impact of market or issuer events on the liquidity or value of the Company’s investments in marketable securities; (x) merger and acquisition activity in the seniors housing and healthcare industries resulting in a change of control of, or a competitor’s investment in, one or more of the Company’s tenants, operators, borrowers or managers or significant changes in the senior management of the Company’s tenants, operators, borrowers or
managers; (y) the impact of litigation or any financial, accounting, legal or regulatory issues that may affect the Company or its tenants, operators, borrowers or managers; (z) changes in accounting principles, or their application or interpretation, and the Company’s ability to make estimates and the assumptions underlying the estimates, which could have an effect on the Company’s earnings; and (aa) the impact of expenses related to the re-audit and re-review of the Company’s historical financial statements and related matters. Many of these factors are beyond the control of the Company and its management.