Global law firm Proskauer advised American Realty Capital Healthcare Trust, Inc. (NASDAQ: HCT) in its agreement under which Ventas will acquire all of the outstanding shares of ARC Healthcare in a stock and cash transaction valued at $2.6 billion. The acquisition expands Ventas’s medical office buildings (MOBs) footprint with the addition of four million square feet of high-quality assets in attractive markets. The transaction is expected to close in the fourth quarter of 2014, subject to the approval of ARC Healthcare shareholders and customary closing conditions. Following the closing of the merger Ventas is expected to become the 6th largest overall REIT in the country.
ARC Healthcare’s broadly diversified MOB portfolio, which represents 51 percent of the total net operating income, has an average occupancy rate of 97 percent, with more than 50 percent of the portfolio built in the last ten years. ARC Healthcare also has a pipeline of potential investments exceeding $250 million, which are expected to be completed by the end of 2014.
The Proskauer team was led by partners Daniel Ganitsky (M&A), Steven Lichtenfeld and Peter Fass (Co-Chairs of Real Estate Capital Markets) with assistance from partners Michael Choate (Real Estate Capital Markets), Lorenzo Borgogni (M&A), Leslie Loffman (Tax) and Ira Bogner (Employee Benefits); Timothy Donovan (Special Tax Counsel); associates Marjan Ziadlou Elbaum (M&A), Rachel Hughes (Tax) and Stephen Brecher (Employee Benefits).
Proskauer previously represented ARC Healthcare in its $1.6 billion best efforts offering, the listing of ARC Healthcare’s shares of common stock on NASDAQ and on ARC Healthcare’s $150 million issuer tender offer that closed on May 8, 2014.
