Business Context and Reporting Period
Care Investment Trust Inc. (the "Company") filed this Form 8-K on June 28, 2013, reporting events occurring on June 24, 2013, and June 28, 2013. The filing details the sale of the Company's entire Bickford Senior Living Portfolio, consisting of 14 senior living facilities with 643 units located in Iowa, Illinois, Nebraska, and Indiana.
Key Financial Metrics
- Transaction Value: The Company sold 100% of the membership interests in Care YBE Subsidiary LLC for a purchase price of $122,750,000, subject to allocations, credits, and adjustments.
- Debt Assumed by Buyer: The transaction included a credit to the Buyer for the outstanding balance of Fannie Mae loans. As of June 27, 2013, the outstanding principal balances were $71,538,204.34 on a June 2008 note and $7,279,419.90 on a September 2008 note.
- Asset Details: The portfolio was originally acquired in 2008 via sale-leaseback transactions. The lessee of the properties is an affiliate of the Buyer.
Material Changes
The Company completed the disposition of the Bickford Portfolio on June 28, 2013. This transaction represents a significant reduction in the Company's real estate assets, as it divested 14 properties previously held through a subsidiary. The sale was executed through an arms-length negotiation process with NHI-Bickford Re, LLC.
Outlook and Management Commentary
The filing confirms the closing of the transaction on June 28, 2013. The purchase price was determined through an arms-length negotiation. The filing does not provide specific forward-looking guidance, risk factors, or management commentary beyond the factual description of the asset sale and the associated debt obligations remaining with the subsidiary post-closing.
Investor Verification Checklist
- Verify the final net proceeds received by the Company after the application of credits for the Fannie Mae loan balances and any other adjustments mentioned in the Membership Interest Purchase Agreement.
- Confirm the impact of this disposition on the Company's remaining portfolio composition and rental income stream.
- Review the Company's subsequent filings for any tax implications or gain/loss recognition related to the $122.75 million sale price versus the asset's book value.
- Check for any remaining contingent liabilities or guarantees associated with the sold properties.