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Industry Headlines Sponsor
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NIC Research & Data
Industry Headlines
- January 6, 2012 – Ventas, Inc. (VTR) Levi & Korsinsky notifies investors of Cogdell Spencer, Inc. of claims of breaches of fiduciary duty and other violations of state law against the board of directors of the Company in connection with the sale of the Company to Ventas, Inc. in an all-cash transaction. Under the terms of the transaction, holders of shares of Cogdell common stock and units of limited partnership interests in Cogdell's operating partnership, Cogdell Spencer LP, will receive consideration of $4.25 per share (or unit). The total transaction value is approximately $760 million, including assumption of debt. A complaint was filed in North Carolina state court. The claims concern whether the Cogdell Board of Directors breached their fiduciary duties to Cogdell stockholders by failing to adequately shop the Company before entering into this transaction and whether Ventas is underpaying for Cogdell shares, thus unlawfully harming Cogdell stockholders. In particular, at least one analyst set a $6 price target for Cogdell stock and Cogdell stock has traded as high as $6.23 a share as recently as July 12, 2011.
- January 5, 2012 –Skilled Healthcare Group, Inc. (SKH) announced that Boyd Hendrickson , Chairman and Chief Executive Officer, and Dev Ghose, Executive Vice President and Chief Financial Officer, are scheduled to present at the 30th Annual J.P. Morgan Healthcare Conference on Wednesday, January 11, 2012 at 4:00 PM Pacific Time . The conference is being held at the Westin St. Francis Hotel in San Francisco .
- January 4, 2012 – Senior Housing Properties Trust (SNH) announced it has declared a regular quarterly common share dividend of $0.38 per common share ($1.52 per share per year). The next quarterly dividend will be paid to common shareholders of record as of the close of business on January 17, 2012 and distributed on or about February 10, 2012.
- January 4, 2012 –Kindred Healthcare, Inc. (KND) announced that Paul J. Diaz, President and Chief Executive Officer, and Richard A. Lechleiter, Executive Vice President and Chief Financial Officer, will make a presentation regarding the Company at the 30th Annual J.P. Morgan Healthcare Conference in San Francisco, California, on Wednesday, January 11, 2012, at 9:30 a.m. Pacific Time / 12:30 p.m. Eastern Time.
- January 4, 2012 –Sun Healthcare Group, Inc. (SUNH) reaffirmed its 2011 updated financial guidance and established its outlook for 2012. The Company believes that its 2011 adjusted EBITDAR and diluted earnings per share will be at the high end of the previously announced range. For 2012, the Company expects EBITDAR to be in the range of $222 million to $228 million and diluted earnings per share to be between $0.45 and $0.60. The Company's 2012 guidance is based on continuing operations and includes the following assumptions: organic consolidated revenue growth of 4.1 percent offset by the impact of the CMS Final Rule, net of mitigation activities; the reclassification of selected non-performing assets to held for sale status in 2012; an increase in center lease costs of approximately 2.7 percent; an effective income tax rate of 39 percent and 2012 cash income taxes of between $4 million and $6 million as a result of net operating loss carryforwards; capital expenditures of between $35 million and $40 million; depreciation and amortization expense of between $36.3 million and $36.7 million; 2012 interest expense of $17.5 million; and no acquisitions. "Our expectations for 2012 incorporate organic growth opportunities from each of our four business lines, the negative impact of the implementation of the CMS Final Rule on Medicare reimbursement which was effective on Oct. 1, 2011 and expected operating and overhead cost savings generated from our mitigation strategies implemented to partially offset the impact of the CMS Final Rule," said William A. Mathies, Sun's chairman and chief executive officer. "Based on our experience to-date, we are updating the expected net impact of the final rule in 2012 to be between $40 million to $45 million versus our previously announced original estimate of $45 million to $50 million. Our 2012 guidance also assumes another year of flat Medicaid rates, net of provider taxes, and no changes to Medicare rates other than acuity growth and a moderate market basket increase in the fourth quarter of 2012. In addition, the guidance excludes the results of operations of selected assets that Sun expects to transition to held for sale status in 2012. These assets generated revenues of approximately $49 million and an EBITDA loss of approximately $4.6 million in 2011." Mathies concluded, "In December 2011, we amended our senior secured credit facility and made a voluntary debt pay-down of $50 million and increased our interest rate by 1.25 percent in return for greater flexibility to our financial covenants. We also continue to move forward on our multi-pronged growth strategy of enhancing the clinical capabilities of our nursing facilities, expansion of our complementary businesses, and modernization of our asset base through both internal funds and partnerships with our healthcare REITs. Finally, we continue to work with our industry partners to create greater stability and visibility of our government reimbursement and maintain the ability of our industry to provide quality care to our patients and residents."
- January 3, 2012 – Emeritus Corp. (ESC) announced the appointment of Mark A. Finkelstein to the position of Executive Vice President – Corporate Development and General Counsel. Mr. Finkelstein has significant experience as a senior executive and attorney. Prior to joining Emeritus, Mr. Finkelstein served as the chief executive officer and a member of the board of directors of Novellus Capital Management, LLC, a specialized asset management firm. Prior to being appointed CEO at Novellus, he served as that firm’s chief operating officer. From 1986 to 2006, he practiced law with the Seattle law firm of Graham & Dunn P.C., where he specialized in mergers and acquisitions, complex financing strategies, and other corporate transactions. Mr. Finkelstein received a bachelor’s degree in economics from the University of Michigan and his JD from the University of Michigan Law School. Mr. Granger Cobb, President and CEO of Emeritus, stated, “We are extremely pleased to have Mark join Emeritus. His background and experience will be a valuable addition to our executive team.”
- January 3, 2012 – LTC Properties, Inc. (LTC) announced that it had increased its monthly cash dividend on its common stock to $0.145 per month for the first quarter of 2012, approximately a 3.6% increase from the previous $0.14 per month. The Company declared a monthly cash dividend of $0.145 per common share per month for the months of January, February and March 2012, payable on January 31, February 29 and March 30, 2012, respectively, to stockholders of record on January 23, February 21 and March 22, 2012, respectively.
- January 3, 2012 – Ventas, Inc. (VTR) announced that private investment funds managed by Lazard Real Estate Partners LLC and its affiliates have agreed to sell 21,070,658 shares of the Company’s common stock to Citigroup, as underwriter, in an underwritten public offering of those shares. All net proceeds from the sale of the common stock will be received by the selling stockholders. The Company will not receive any of the proceeds. The shares of common stock are being sold by the selling stockholders pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission. A copy of the prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the Securities and Exchange Commission and may be obtained, when available, from Citigroup, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220 (Tel: 800-831-9146).
- January 3, 2012 – Cogdell Spencer, Inc (CSA) Law Offices of Howard G. Smith announces that it is investigating potential claims against the Board of Directors of Cogdell Spencer, Inc. related to the proposed acquisition of the Company by Ventas, Inc. The transaction is valued at approximately $760 million or $4.25 per share. The investigation concerns whether the Board of Directors of Cogdell breached their fiduciary duties to stockholders by failing to adequately shop the Company before agreeing to enter into the proposed transaction, and whether the Company has disclosed all material information to shareholders about the transaction. Cogdell stock traded as high as $6.71 on March 3, 2011. Further, at least one analyst has set a target price for the Company’s stock at $6.00.
- January 3, 2012 – Cogdell Spencer, Inc (CSA) The law firm of Brower Piven, A Professional Corporation, has commenced an investigation into possible breaches of fiduciary duty to current shareholders of Cogdell Spencer, Inc. (“Cogdell Spencer”) (NYSE: CSA - News) and other violations of state law by the board of directors of Cogdell Spencer relating to the proposed acquisition of the company by Ventas, Inc. The firm's investigation seeks to determine, among other things, whether the board breached their fiduciary duties by failing to maximize shareholder value. On December 27, 2011, Cogdell Spencer and Ventas announced that they had entered into a definitive merger agreement. According to the announcement, Ventas will acquire all shares of Cogdell Spencer common stock and its 72 high quality medical office buildings in an all-cash transaction for $4.25 per share. Under the terms of the agreement, holders of Cogdell’s preferred stock will receive consideration of $25.00 per share, plus accrued and unpaid dividends through the closing. However, according to Yahoo! Finance at least one analyst has set a high price target of $6.00 per share. Furthermore, Cogdell Spencer recently traded as high as $6.31 on July 7th, 2011.
SEC Filings:
- 1/6/12, Healthcare Realty Trust, Inc., 8-K, On January 6, 2012, Healthcare Realty Trust Incorporated announced it identified five properties for disposal. In connection with its planned disposal of these properties, the Company determined on December 30, 2011, that the carrying value of the properties upon sale would not likely be fully recoverable.
- 1/6/12, Ventas, Inc., 8-K, On January 6, 2012, Ventas, Inc. released financial statements of the business is recently announced would be acquired.
- 1/5/12, Sun Healthcare Group, Inc., 8-K, On January 5, 2012, Sun Healthcare Group, Inc. issued the press release to reaffirm its updated financial guidance for fiscal 2011 and to announce guidance for its projected financial results for fiscal 2012.
- 1/4/12, Senior Housing Properties Trust, 8-K, On December 30, 2011, we issued a press release announcing, among other things, that Sunrise Senior Living, Inc., or Sunrise, provided us notice that Sunrise's leases for 10 of the 14 senior living communities we lease to Sunrise will be terminated effective December 31, 2013.
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