ProMedica Health System, Inc. entered into an agreement to acquire HCR ManorCare, Inc. (‘HCR’) from Quality Care Properties, Inc. and others for $300 million.
March 01, 2018
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ProMedica Health System, Inc. entered into an agreement to acquire HCR ManorCare, Inc. (‘HCR’) from Quality Care Properties, Inc. (NYSE:QCP) and others for $300 million on March 2, 2018. Under the terms of the agreement, ProMedica will buy ManorCare for $300 million in cash and the assumption of $1.1 billion in ManorCare debt. Guy Sansone is expected to assume the role of HCR’s Chief Executive Officer and Laura Linynsky is expected to serve as HCR’s interim Chief Financial Officer. QCP will receive a reverse termination fee of $250 million if ProMedica fails to acquire HCR ManorCare in the bankruptcy proceeding, and QCP will pay Welltower a termination fee of $19.8 million if QCP terminates the agreement to accept a superior proposal. The transaction is subject to customary closing conditions, bankruptcy court approval, lender or third-party consents and regulatory approval. Bankruptcy court approval is expected during the second quarter. As of May 21, the Boards of Directors of ProMedica and ManorCare have approved the acquisition. The transaction is expected to be completed during the third quarter of 2018.
Joseph C. Shenker, William G. Farrar, James M. Shea Jr., Mario Schollmeyer, Audra D. Cohen, Julia R. Kim, Mimi Wu, Cristina W. Liebolt, Evan P. Maass, Andrew G. Dietderich, David R. Zylberberg, Emma J. Guido, Heather L. Coleman, Joshua A. Green, Ari B. Blaut, Daniel L. Biller, Noam R. Weiss, David P. Hariton, Davis J. Wang, Michelle H. Lu, Daniel J. Bleiberg and Adam S. Paris of Sullivan & Cromwell LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as QCP’s legal counsel while Lazard and Houlihan Lokey Capital, Inc. are serving as financial advisors for QCP. David Brown, Daniel Lennon and J. Cory Tull of Latham & Watkins LLP and Dennis M. Twomey, William A. Evanoff, Allison R. Stromberg and Matthew E. Linder of Sidley Austin LLP are serving as legal advisors, and AP Services, LLC and Alvarez & Marsal, LLC are serving as financial advisors for HCR. Robert S. Brady, Edmon L. Morton, Justin H. Rucki, Ian J. Bambrick and Tara C. Pakrouh of Young Conaway Stargatt and Taylor LLP acted as legal advisors to HCR. Moelis & Company LLC acted as the financial advisor for HCR ManorCare, Inc. Jeff Litle of Jones Day acted as legal advisor to ProMedica Health System. Dechert acted as advisor to QCP. James I. Rothschild, J.D. of Shumaker Loop & Kendrick LLP acted as advisor in the transaction.
The Carlyle Group Inc. is a global investment company. The Company operates through three segments: Global Private Equity, Global Credit, and Global Investment Solutions. The Global Private Equity segment advises the Companyâs buyout, middle market and growth capital funds, its U.S. and internationally focused real estate funds, and its infrastructure and natural resources funds. The segment also includes the NGP Carry Funds advised by NGP. The Global Credit segment advises funds and vehicles that pursue investment strategies including loans and structured credit, direct lending, opportunistic credit, distressed credit, aircraft financing and servicing, infrastructure debt, insurance solutions and global capital markets. The Global Investment Solutions segment advises global private equity programs and related co-investment and secondary activities. The Company has investment professionals in over 28 offices across four continents. It also focuses on private student loan portfolio.
ProMedica Health System, Inc. entered into an agreement to acquire HCR ManorCare, Inc. (‘HCR’) from Quality Care Properties, Inc. and others for $300 million.
THE CARLYLE GROUP INC. 
