Welltower Completes Sale of 28 Long-term/Post-acute Care Facilities to Cindat/Union Life Joint Venture

TOLEDO, Ohio--()--Welltower Inc. (NYSE:HCN) announced today that it has completed its previously announced sale of 28 long-term/post-acute care facilities, master leased to Genesis Healthcare, Inc. (NYSE:GEN) (“Genesis”), to a joint venture (“Joint Venture”) among Welltower, Cindat Capital Management (“Cindat”) and Union Life Insurance Co. Ltd (“Union Life”). Upon completion of the sale, Cindat and Union Life will own a 75% interest, with Welltower retaining a 25% stake. Welltower expects to close on the previously announced sale of 11 Brookdale seniors housing properties to the Joint Venture in the first quarter of 2017. Welltower estimates the aggregate value of the Joint Venture, after completion of the Brookdale sale, to be $930 million.

Genesis continues to operate the 28 long-term/post-acute care facilities pursuant to a new lease with the Joint Venture. Under the terms of the sale, Genesis has issued $23.7 million of notes payable to Welltower in exchange for reduced rent and lower lease escalators in the new lease between Genesis and the Joint Venture, as previously disclosed.

Restructuring of Genesis Real Estate Loans

Welltower also announced today that it has completed a restructuring of its two existing real estate loans to Genesis. These loans currently have an outstanding principal balance of $317.0 million (60% of the original $531.1 million balance) and were scheduled to mature in 2017 and 2018. Genesis has repaid $214.1 million of these loans since the two loans were closed in 2015 and 2016. Under the restructuring, the two existing loans were split into four separate loans. Each loan has a 5-year term, bears interest at 10% cash pay with 25 basis point annual escalators. All loans are cross defaulted to one another as well as to the original Welltower master lease and are guaranteed in full by Genesis.

Genesis is seeking to pay off two of the four separate loans, totaling $74.8 million, through potential proceeds from HUD refinancing and asset sales. The remaining two loans, totaling $242.2 million, consist of a $103.6 million loan covering 13 facilities in Texas (the “Texas Loan”), and a $138.6 million loan covering 18 facilities (the “Non-Texas Loan”).

Welltower anticipates recording a non-cash GAAP reserve in the amount of approximately $7 million in the fourth quarter of 2016 associated with the restructuring of these loans, primarily as a result of the decrease in interest rates on the loans.

About Genesis HealthCare

Genesis HealthCare (NYSE:GEN) is a holding company with subsidiaries that, on a combined basis, comprise one of the nation’s largest post-acute care providers with approximately 500 skilled nursing centers and assisted/senior living communities in 34 states nationwide. Genesis subsidiaries also provide rehabilitation and respiratory therapy to more than 1,700 healthcare providers in 45 states and the District of Columbia. More information is available at www.genesishcc.com.

About Welltower

Welltower Inc. (NYSE:HCN), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower™, a real estate investment trust (REIT), owns more than 1,400 properties in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing and post-acute communities and outpatient medical properties. More information is available at www.welltower.com.

Forward-Looking Statements and Risk Factors

This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When Welltower uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. In particular, these forward-looking statements include, but are not limited to, those relating to Welltower’s ability to close the anticipated Brookdale transaction on currently anticipated terms, or within currently anticipated timeframes; the expected performance of Welltower’s operators/tenants and properties; and Welltower’s investment and financing opportunities and plans. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause Welltower’s actual results to differ materially from its expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to, the satisfaction of closing conditions to the anticipated Brookdale transaction; the respective parties’ performance of their obligations under the Brookdale transaction agreements; Welltower’s ability to enter into new joint venture agreements and management contracts; the receipt of applicable healthcare licenses and governmental approvals; unanticipated difficulties and/or expenditures relating to the Brookdale transaction, the investment and the relationship; the status of the economy; the status of capital markets, including availability and cost of capital; competition within the health care and seniors housing industries; changes in financing terms; changes in rules or practices governing Welltower’s financial reporting; negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; operator/tenant or joint venture partner bankruptcies or insolvencies; the cooperation of joint venture partners; the parties’ ability to cooperate and reach agreement on major decisions; other factors affecting the execution of the transaction and subsequent performance, including REIT laws and regulations; and other risks described in Welltower’s Annual Report on Form 10-K and in its other reports filed from time to time with the Securities and Exchange Commission. Finally, Welltower undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.

Contacts

Welltower Inc.
Scott Estes, 419-247-2800
Chief Financial Officer
sestes@welltower.com
or
Scott Brinker, 419-247-2800
Chief Investment Officer
sbrinker@welltower.com

Contacts

Welltower Inc.
Scott Estes, 419-247-2800
Chief Financial Officer
sestes@welltower.com
or
Scott Brinker, 419-247-2800
Chief Investment Officer
sbrinker@welltower.com