Attached files

file filename
8-K - AMERICAN REALTY CAPITAL HEALTHCARE TRUST INCv242486_8-k.htm
EX-99.2 - AMERICAN REALTY CAPITAL HEALTHCARE TRUST INCv242486_ex99-2.htm

December 1, 2011

 

The Board of Directors of

Grubb & Ellis Healthcare REIT II, Inc.

1551 N. Tustin Avenue, Suite 300

Santa Ana, CA 92705

 

Gentlemen,

 

We hereby express formally the interest of American Realty Capital Healthcare Trust, Inc. (“ARCHT”) in acquiring Grubb & Ellis Healthcare REIT II, Inc. (“GEHRII”). Under the proposed transaction, ARCHT would acquire all the outstanding shares of common stock of GEHRII for $9.01 per share consisting of (i) $6.00 per share payable as cash to GEHRII shareholders and (ii) $3.01 per share as stock in ARCHT (issued at $10 per share). GEHRII shareholders may also be given the option to elect to receive either 100% ARCHT stock or 100% cash with a cumulative cap on cash consideration equivalent to $6.00 per share. We are confident we can consummate a transaction quickly and on the terms proposed.

 

Based on GEHRII’s publicly available information, we believe this offer price reflects a premium to the net asset value of the GEHRII properties, providing immediate value to GEHRII security holders. The proposed transaction also will create significant value for GEHRII and ARCHT security holders by creating a combined company with a high quality portfolio, increased critical mass and operating synergies, and a highly qualified team of health care investment and operating professionals. The purchase price provides certainty of value to GEHRII’s security holders in today’s uncertain economic environment.

 

Our board has already considered and approved the proposed transaction. We also have completed a thorough review of GEHRII’s publicly available information and are prepared to move forward immediately to consummate a transaction with minimum disruption to GEHRII1. We believe that with adequate access to the necessary information we can complete all required due diligence in approximately six weeks. We believe that our due diligence review would require limited access to a small number of senior executives of GEHRII and its legal, accounting and financial advisors. Importantly, no interaction with any of the tenants of GEHRII will be required until all other due diligence is completed and the material terms of a transaction are agreed to.

1The offer is based on the portfolio and capitalization data shown in Appendix A as available in GEHRII’s public filings.

 

 
 

 

Considerable time and resources have been expended in developing this offer. While our offer is conditioned on a financing requirement, based on our careful analysis, we are confident that we will be able to obtain the needed funding, as we already secured good faith commitments of approximately $209 million of financing from multiple lenders and plan to fund the balance of the cash portion of our offer with approximately $46 million cash on hand. However, our offer is subject to the satisfactory completion of our due diligence review of GEHRII, the negotiation and execution of mutually acceptable definitive transaction agreements, and the satisfaction of customary conditions to be set forth in such agreements. As incentive to successfully conclude this transaction, our offer would be subject to a customary lockup period, and we would be agreeable to a “go-shop” provision with appropriate mutual protections.

 

We believe that moving quickly to negotiate and conclude our proposed merger is in the best interests of GEHRII and ARCHT. Waiting for a later date leaves open significant uncertainty regarding the timing, the probability and the value of a potential transaction, and is not in the best interests of either GEHRII or GEHRII’s security holders.

 

We have the highest regard for GEHRII, its management and its employees, and we would therefore expect GEHRII’s management to continue with GEHRII as part of the transition and thereafter.

 

As a way of background, ARCHT is a non-traded public REIT with a diversified portfolio of income producing real estate properties, focusing primarily on medical office buildings and healthcare-related facilities. As of the end of November 2011, we had received aggregate gross proceeds in excess of $50 million from the sale of approximately 5.0 million shares of common stock in our public offering. Since the commencement of our operations in June 2011 and through the end of November 2011, we purchased nine properties with an aggregate purchase price of approximately $129.2 million, comprising approximately 399,000 square feet which were 95.4% occupied on a weighted average basis.

 

In addition, our affiliated managing broker dealer, Realty Capital Securities, LLC, has more than 100 licensed professionals across its sales, operations and compliance divisions and is well-versed in representing healthcare offerings, having raised over $1.1 billion for healthcare offerings specifically. In just over three and one-half years, Realty Capital Securities has raised in excess of $3.4 billion for ten public and seven private real estate investment trust and business development company offerings.

 

We look forward to hearing back from you by 3:00 p.m. Eastern Standard Time on December 5 with a response to our proposal.

 
 
 
 
 
 
 

We are available to meet and discuss all aspects of this proposal with you and your Board. If you have any questions, please do not hesitate to call us at (212) 415-6500. We very much look forward to hearing from you and working with you and the GEHRII team to consummate a successful transaction.

 

  Yours sincerely,
/s/ Nicholas S. Schorsch /s/ Brian Jones
Nicholas S. Schorsch Brian Jones
Chief Executive Officer and Senior Vice President and Managing
Chairman of the Board Director - Head of Investment Banking
  American Realty Capital
 
 

APPENDIX A
GEHRII PORTFOLIO AND CAPITALIZATION DATA USED

Capitalization: 42,803,820 shares of common stock outstanding as of October 31, 2011. Portfolio:

Property Portfolio as of October 3, 2011 Property Type Location State GLA Occcup. Pur. Date Price
Lacombe Medical Office Building

Medical Office

Building

Lacombe LA 34,000 100% 3/5/2010 $6,970,000
Center for Neurosurgery and Spine

Medical Office

Building

Sartell MN 37,000 100% 3/31/2010 6,500,000
Parkway Medical Center

Medical Office

Building

Beachwood OH 88,000 84% 4/12/2010 10,900,000
Highlands Ranch Medical Pavilion

Medical Office

Building

Highlands

Ranch

CO 37,000 100% 4/30/2010 8,400,000
Muskogee Long-Term Acute Care Hospital LTAC Hospital Muskogee OK 37,000 100% 5/27/2010 11,000,000
St. Vincent Medical Office Building

Medical Office

Building

Cleveland OH 51,000 94% 6/25/2010 10,100,000
Livingston Medical Arts Pavilion

Medical Office

Building

Livingston TX 29,000 100% 6/28/2010 6,350,000
Pocatello East Medical Office Building

Medical Office

Building

Pocatello ID 76,000 100% 7/27/2010 15,800,000
Virginia Skilled Nursing Facility Portfolio Skilled Nursing Multiple VA 232,000 100% 9/16/2010 45,000,000
Sylva Medical Office Building

Medical Office

Building

Sylva NC 45,000 100% 11/15/2010 11,400,000
Surgical Hospital of Humble Specialty Hospital Humble TX 30,000 100% 12/10/2010 13,100,000
Lawton Medical Office Building Portfolio

Medical Office

Building

Lawton OK 62,000 100% 12/22/2010 11,550,000
Ennis Medical Office Building

Medical Office

Building

Ennis TX 30,000 95% 12/22/2010 7,100,000

Monument Long-Term Acute Care Hospital

Portfolio

LTAC Hospital Multiple Multi 115,000 100% 1/1/2011 41,695,000
Columbian Long Term Acute Care Hospital LTAC Hospital Columbia MO 30,873 100% 1/31/2011 12,423,000
St. Anthony North Medical Office Building

Medical Office

Building

Westminster CO 60,372 89% 3/29/2011 11,950,000
Loma Linda Pediatric Specialty Hospital Specialty Hospital Loma Linda CA 34,268 100% 3/31/2011 13,000,000
Yuma Skilled Nursing Skilled Nursing Yuma AZ 40,000 100% 4/13/2011 11,000,000
Hardy Oak Medical Office Building

Medical Office

Building

San Antonio TX 42,000 100% 4/14/2011 8,070,000
Lakewood Ranch Medical Office Building

Medical Office

Building

Bradenton FL 58,000 94% 4/15/2011 12,500,000
Jersey City Medical Office Building

Medical Office

Building

Jersey City NJ 68,000 93% 5/10/2011 28,680,000
Central Arkansas MOB Portfolio

Medical Office

Building

Benton &

Bryant

AR 111,000 72% 5/10/2011 15,370,000
Dixie-Lobo Medical Office Building Portfolio

Medical Office

Building

Multiple Multi 156,000 100% 5/12/2011 30,050,000
Care Pavillion SNF Skilled Nursing Philadelphia PA 139,000 100% 7/7/2011 29,000,000
Cheltenham York SNF Skilled Nursing Philadelphia PA 60,000 100% 7/7/2011 14,000,000
Maplewood Manor SNF Skilled Nursing Philadelphia PA 59,000 100% 7/7/2011 12,000,000
Cliveden SNF Skilled Nursing Philadelphia PA 59,000 100% 7/7/2011 10,000,000
Tucker House SNF Skilled Nursing Philadelphia PA 65,000 100% 7/7/2011 10,000,000
Maxfield Medical Office Building

Medical Office

Building

Sarasota FL 41,000 91% 7/19/2011 7,200,000
Lafayette Physical Rehabilitation Hospital

Rehabilitation

Hospital

Lafayette LA 26,000 100% 10/3/2011 12,000,000
Total Portfolio       1,952,513 96.5%   $443,108,000

 

 
 

Portfolio Leverage:

Property Leverage as of October 3, 2011 Property Type   Sr. Debt Maturity Rate
Center for Neurosurgery and Spine Medical Office Building $ 3,130,000 08/15/21 6.00%
Highlands Ranch Medical Pavilion Medical Office Building   4,360,000 11/11/12 5.88%
Muskogee Long-Term Acute Care Hospital LTAC Hospital   7,200,000 04/08/18 4.28%
Pocatello East Medical Office Building Medical Office Building   7,926,000 10/01/20 6.00%
Virginia Skilled Nursing Facility Portfolio Skilled Nursing   26,810,000 03/14/12 5.50%
Lawton Medical Office Building Portfolio Medical Office Building   7,257,000 01/01/16 4.41%
Monument Long-Term Acute Care Hospital Portfolio LTAC Hospital   15,500,000 06/19/18 5.53%
Hardy Oak Medical Office Building Medical Office Building   5,206,000 10/10/16 6.60%
Dixie-Lobo Medical Office Building Portfolio Medical Office Building   23,239,000 12/28/11 6.34%
Maxfield Medical Office Building Medical Office Building   5,120,000 02/28/15 5.17%
Total leverage   $ 105,748,000