Alternate Buyer in Welltower-QCP Deal Drops Out

A buyer that could have thrown a wrench into the deal between Quality Care Properties (NYSE: QCP) and Welltower, Inc. (NYSE: WELL) is no longer in the running, according to a July 2 filing with the U.S. Securities and Exchange Commission (SEC).

The Bethesda, Md.-based real estate investment trust (REIT) reported on June 12 that a proposal emerged during its 45-day go-shop period “that could reasonably be expected to lead to a superior offer,” according to QCP’s board.

The unnamed potential buyer would have had to obtain debt financing to have enough money to pull off a transaction, according to QCP’s proxy statement filed with the SEC on June 21.


At the time, the board maintained its recommendation that shareholders vote for the deal with Welltower, under which the Toledo, Ohio-based REIT will acquire QCP and own the real estate of troubled skilled nursing operator HCR ManorCare in a joint venture with the nonprofit health system ProMedica.

ProMedica will also acquire the operations of ManorCare; both firms are also based in Toledo.

On Sunday, the financial sponsor told QCP it was withdrawing its previously submitted proposal and is no longer considering a potential deal, according to an 8-K filed with the SEC on July 2.


In addition, two shareholders also started civil actions against QCP in the U.S District Court for the District of Maryland, the filing noted. The shareholders, Todd Sanderson and Michael Kent, claim that QCP and its directors are violating various provisions of the Securities Exchange Act through “false and misleading” disclosures in the proxy statement on the merger.

Written by Maggie Flynn

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