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Industry Headlines Sponsor
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NIC Research & Data
Industry Headlines
- September 3, 2010 – Skilled Healthcare Group, Inc. (SKH) announced that the remaining court proceedings in the case entitled VINNIE LAVENDER, by and through her Conservator, WANDA BAKER; WALTER SIMON; JACQUELYN VILCHINSKY vs. SKILLED HEALTHCARE GROUP, INC., et al (and 22 individually-named California nursing facilities receiving administrative services from Skilled Healthcare, LLC) have been further postponed and are now scheduled to begin on September 8, 2010.
- September 2, 2010 – Universal Health Realty Income Trust (UHT) announced that its Board of Trustees voted to pay a dividend of $.605 on September 30, 2010 to shareholders of record as of September 16, 2010. Universal Health Realty Income Trust, a real estate investment trust, invests in healthcare and human service related facilities including acute care hospitals, behavioral healthcare facilities, rehabilitation hospitals, sub-acute care facilities, surgery centers, childcare centers and medical office buildings. The Trust has fifty-two investments in fifteen states.
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September 2, 2010 – Ventas, Inc. (VTR) said that its Board of Directors declared a regular quarterly dividend of $0.535 per share, payable in cash on September 30, 2010 to stockholders of record on September 17, 2010. The dividend is the third quarterly installment of the Company’s 2010 annual dividend.
- August 31, 2010 – Emeritus Corporation (ESC), a national provider of assisted living and memory care services to seniors, announced that it has entered into a non-binding letter of intent with affiliates of HCP, Inc. to lease 26 senior living communities. The communities are located in 13 states and consist of approximately 3,080 units, comprised of 1,931 assisted living, 607 memory care, 405 skilled nursing and 137 independent living units. The terms of the letter of intent provide for an initial term of 15 years with two available extension options of 10 years each. The lease agreements are expected to contain purchase options on 10 of the communities, exercisable beginning in year 11 and extending through the remaining term of the leases. The transaction is subject to several customary closing conditions that include, among others, a due diligence review period and licensing and transition requirements. The transaction is expected to be finalized during the fourth quarter of 2010. Mr. Dan Baty, Chairman and Co-CEO, stated, “We are very pleased with the anticipated addition of these 26 high quality communities to our portfolio, and our continuing relationship with HCP. These communities further our growth strategy in markets where we currently operate and will fit nicely into our existing infrastructure and, additionally, represent a significant opportunity to create value for both HCP and Emeritus.”
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August 31, 2010 – Sunrise Senior Living, Inc. (SRZ) announced that it has entered into a settlement and restructuring agreement with HCP, Inc. and certain of its affiliates to, among other things, transition Sunrise from management of 27 HCP-owned senior living communities for an aggregate cash payment of $50 million to Sunrise, and to settle the lawsuits between the Company and HCP pending in Virginia and Delaware. In connection with the settlement and restructuring agreement, Sunrise made a $15 million principal repayment of its bank credit facility and entered into a 14th amendment to its credit agreement extending the maturity date to December 2, 2011. Outstanding consolidated debt under the Company's bank credit facility after the $15 million payment is $8.4 million, down from $95 million at December 31, 2008. In addition, Sunrise announced that it had completed the previously announced sale of eight of the Company's nine German assisted living facilities to GHS Pflegeresidenzen Grundstucks GmbH and Prudential Real Estate Investors (operating on behalf of investors in a fund managed by its Munich-based business, TMW Pramerica Property Investment GmbH). "We are very pleased with the agreement with HCP as it brings Sunrise additional capital that will be used to fulfill many of our financial obligations - and it puts to rest the HCP litigation while paving a path toward a new, positive relationship. These are two very important steps that strengthen Sunrise," said Mark Ordan, Sunrise's chief executive officer. "We have stated our need to refinance the company, and this deal goes a long way toward that goal. While we continue to pursue balance sheet-enhancing transactions, including asset sales, we do not foresee a need to sell additional community management portfolios. We are, of course, also pleased to complete the previously announced sale of eight German communities to Pramerica." Under the settlement agreement, Sunrise received $40 million on August 31, 2010, the effective date of the agreement, and expects to receive $10 million in subsequent installments payable on the earlier of the completion of transitioning, on a portfolio-by-portfolio basis, the 27 senior living communities to a new manager or, subject to Sunrise's compliance with certain transition obligations, 12 months after the effective date. It is Sunrise's understanding that Emeritus Corporation will assume management of many of the transitioning communities. In addition to the pay down of the credit facility, Sunrise has agreed to use portions of the proceeds from this transaction to pay down various other debt obligations. Sunrise will also pay down its Chevy Chase loan by $5 million for a one-year extension, its Wells Fargo land loan by $5 million for a one-year extension and its Wells Fargo construction loan by $15 million to make the loan non-recourse and extend the loan to June 2013. Sunrise will use the $10 million in subsequent installments, if and as received, to repay any outstanding amounts under the Company's bank credit facility on or prior to the one-year anniversary of the HCP transaction. Sunrise and HCP will also negotiate to restructure the leasing and management agreements of up to 35 other senior living communities pursuant to the REIT Investment Diversification and Empowerment Act of 2007. Any such restructuring will not have a net adverse economic impact on Sunrise. Following the transition of the 27 senior living communities to new operators, which is expected to occur within the next 12 months, Sunrise will continue to manage up to 48 communities on behalf of HCP. Additional details on these announcements can be found in the Company's Form 8-K, which will be filed with the Securities and Exchange Commission on or about September, 6, 2010.
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August 31, 2010 – Health Care REIT, Inc. (HCN) announced plans to redeem all 313,972 shares of its 7.5% Series G Cumulative Convertible Redeemable Preferred Stock on September 30, 2010 at a redemption price of $25.00 per share plus accrued and unpaid dividends through September 30, 2010. The Notice of Redemption was mailed to holders of record of the Series G Preferred Stock on August 31, 2010. Questions related to the Notice of Redemption should be directed to the redemption agent, BNY Mellon Shareowner Services, Attn: Corporate Action Dept., 27th Floor, 480 Washington Boulevard, Jersey City, NJ 07310 or by calling 1-800-777-3674. Holders of the Series G Preferred Stock may exercise their conversion rights until the close of business on September 30, 2010. The shares of Series G Preferred Stock are convertible into common shares of the company at a rate of 0.7157 shares of Series G Preferred Stock per common share. BNY Mellon Shareowner Services serves as the conversion agent for the Series G Preferred Stock. Any questions relating to conversions should be directed to BNY Mellon Shareowner Services at the address and telephone number provided above.
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August 31, 2010 – HCP, Inc. (HCP) said it reached a $50 million deal to terminate the contracts on 27 of its senior housing communities managed by Sunrise Senior Living Inc. HCP said it will enter into new arrangements for the 27 communities that will reflect improved operating margins. The changes will take place through the end of the year. The company previously shifted 30 communities to new operators from Sunrise, including four that it acquired in June. McLean, Va.-based Sunrise still has contracts at 48 HCP-owned communities. HCP will pay Sunrise $50 million as part of the deal. That will include an immediate payment of $40 million, with the remaining balance paid over the next 12 months. In addition, Sunrise has agreed to limit certain fees and charges associated with its remaining contracts. The deal will end all litigation between the two companies. In its quarterly report filed Aug. 3, HCP detailed a 2009 complaint against Sunrise based on management of 64 facilities, charging that it failed to maintain licenses necessary for operation, disregarded facility budgets, mishandled finances, obstructed efforts to audit operations and other matters. Sunrise filed counterclaims maintaining HCP and its subsidiaries breached contractual duties. A second matter regarding certain properties that had been removed from that case was filed in July 2009, according to Sunrise's quarterly report. Sunrise won an initial ruling in April but HCP appealed and Sunrise had cross-appealed.
SEC Filings:
- 9/3/10, Sunrise Senior Living, Inc., 8-K, On August 31, 2010, Sunrise Senior Living, Inc. and two of its subsidiaries, Sunrise Senior Living Management, Inc. and Sunrise Senior Living Services, Inc. entered into a Settlement and Restructuring Agreement, effective as of August 31, 2010, with HCP, Inc. and certain of its affiliates regarding certain senior living facilities owned by the HCP Parties and operated by the Sunrise Parties. Pursuant to the Settlement Agreement, Sunrise's management of 27 Facilities will be transitioned to a new third-party operator.
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9/3/10, Ventas, Inc., 8-K, On September 2, 2010, Ventas, Inc. announced that its Board of Directors declared a regular quarterly dividend of $0.535 per share, payable in cash on September 30, 2010 to stockholders of record on September 17, 2010. The dividend is the third quarterly installment of the Company's 2010 annual dividend.
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9/1/10, HCP, Inc., 8-K, On August 31, 2010, HCP, Inc. issued a press release announcing a revamped relationship with Sunrise Senior Living, Inc. and its subsidiaries. The press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
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9/1/10, Kindred Healthcare, Inc., 8-K, On August 31, 2010, Benjamin A. Breier succeeded Mr. Battafarano as the Company's Chief Operating Officer. In connection with the original announcement of Mr. Breier's appointment, a subsidiary of the Company entered into a new Employment Agreement with Mr. Breier, a copy of which is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 30, 2010 (Comm. File No. 001-14057).
8/31/10, BioMed Realty Trust, Inc., 8-K, On August 25, 2010, the board of directors of BioMed Realty Trust, Inc. approved stock ownership guidelines for its executive officers and non-employee members of its board of directors in furtherance of the company's efforts to maintain best corporate governance practices.
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8/30/10, Skilled Healthcare Group, Inc., 8-K, On August 27, 2010, Skilled Healthcare Group, Inc. issued a press release announcing that the Superior Court of the State of California, County of Humboldt denied the Company's Motion for Mistrial or New Trial on Grounds of Juror Misconduct in the case entitled VINNIE LAVENDER, by and through her Conservator, WANDA BAKER; WALTER SIMON; JACQUELYN VILCHINSKY vs. SKILLED HEALTHCARE GROUP, INC., et al (and 22 individually-named California nursing facilities receiving administrative services from Skilled Healthcare, LLC) and describing certain other actions taken with respect to the litigation.
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