NOTE 4. Other Real Estate Property Investments

2016 Real Estate Acquisitions

The following table summarizes real estate acquisitions for the year ended December 31, 2016 (in thousands):


	Consideration				Assets Acquired(1)
			Liabilities				Net
Segment	Cash Paid		Assumed		Real Estate		Intangibles
SH NNN	$	76,362	$	1,200	$	71,875	$	5,687
SHOP		113,971		76,931		177,551		13,351
Life science		49,000		—		47,400		1,600
Medical office		209,920		4,854		209,178		5,596
Other		17,909		—		16,596		1,313
	$	467,162	$	82,985	$	522,600	$	27,547

(1)

The purchase price allocations are preliminary and may be subject to change. Revenues and earnings since the acquisition dates, as well as the supplementary pro forma information, assuming these acquisitions occurred as of the beginning of the prior periods, were not material.

2015 Acquisition of Private Pay Senior Housing Portfolio (“RIDEA III”)

On June 30, 2015, the Company and Brookdale acquired a portfolio of 35 private pay senior housing communities from Chartwell Retirement Residences, including two leasehold interests, representing 5,025 units. The portfolio was acquired in a RIDEA structure (“RIDEA III”), with Brookdale owning a 10% noncontrolling interest. Brookdale has operated these communities since 2011 and continues to manage the communities under a long-term management agreement, which is cancellable under certain conditions (subject to a fee if terminated within seven years from the acquisition date). The Company paid $770 million in cash consideration, net of cash assumed, and assumed $32 million of net liabilities and $29 million of noncontrolling interests to acquire: (i) real estate with a fair value of $771 million, (ii) lease-up intangible assets with a fair value of $53 million and (iii) working capital of $7 million. As a result of the acquisition, the Company recognized a net termination fee of $8 million in rental and related revenues, which represents the termination value of the two leasehold interests. The lease-up intangible assets recognized were attributable to the value of the acquired underlying operating resident leases of the senior housing communities that were stabilized or nearly stabilized (i.e., resident occupancy above 80%). From the acquisition date to December 31, 2015, the Company recognized revenues and earnings of $94 million and $1 million, respectively, from RIDEA III. For the year ended December 31, 2016, the Company recognized revenues and earnings of $187 million and $3 million, respectively, from RIDEA III.

Pro Forma Results of Operations (Unaudited)

The following unaudited pro forma consolidated results of operations assume that the RIDEA III acquisition was completed as of January 1, 2014 (in thousands, except per share amounts):


	December 31, 2015		December 31, 2014
Revenues	$	2,034,369	$	1,824,593
Net (loss) income		(531,464)		954,540
Net (loss) income applicable to HCP, Inc.		(545,776)		938,387
Basic earnings per common share	$	(1.18)	$	2.04
Diluted earnings per common share		(1.18)		2.04

2015 Other Real Estate Acquisitions

In addition to the RIDEA III acquisition discussed above, the following table summarizes other real estate acquisitions for the year ended December 31, 2015 (in thousands):


	Consideration						Assets Acquired(1)
	Cash Paid/		Liabilities		Noncontrolling				Net
Segment	Debt Settled		Assumed		Interest		Real Estate		Intangibles
SH NNN	$	208	$	—	$	—	$	208	$	—
SHOP		151,054		1,443		4,255		147,296		9,456
Life science		80,946		2,054		—		68,988		14,012
Medical office(2)		384,114		12,866		—		305,091		91,889
Other(3)		296,227		6,855		—		248,826		54,256
	$	912,549	$	23,218	$	4,255	$	770,409	$	169,613

(1)

Revenues and earnings since the acquisition dates, as well as the supplementary pro forma information, assuming these acquisitions occurred as of the beginning of the prior periods, were not material.

(2)

Includes $225 million for a medical office building (“MOB”) portfolio acquisition completed in June 2015 and placed in HCP Ventures V, LLC (“HCP Ventures V”), of which in October 2015 the Company issued a 49% noncontrolling interest in HCP Ventures V for $110 million (see Note 13).

(3)

Includes £174 million ($254 million) of the Company’s HC-One Facility (see Note 7) converted to fee ownership in a portfolio of 36 care homes located throughout the United Kingdom (“U.K.”) and includes £27 million ($42 million) of a loan originated in May 2015 converted to fee ownership in two U.K. care homes.

Construction, Tenant and Other Capital Improvements

The following table summarizes the Company’s funding for construction, tenant and other capital improvements (in thousands):


	Year Ended December 31,
Segment	2016		2015
SH NNN	$	49,109	$	53,980
SHOP		74,158		77,425
Life science		200,122		122,319
Medical office		128,308		131,021
Other		7,203		37
	$	458,900	$	384,782