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Merger with HTA (Tables) | 9 Months Ended
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Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Schedule of Consideration Transferred | The consideration transferred on the Closing Date is as follows:
Dollars in thousands |
Shares of Legacy HTA Common Stock outstanding as of July 20, 2022 as adjusted(a) | 228,520,990 |
Exchange ratio | 1.00 |
Implied shares of Legacy HR Common Stock issued | 228,520,990 |
Adjusted closing price of Legacy HR Common Stock on July 20, 2022(b) | $ | 24.37 |
Value of implied Legacy HR Common Stock issued | $ | 5,569,057 |
Fair value of Legacy HTA restricted stock awards attributable to pre-Merger services(c) | 7,406 |
Consideration transferred | $ | 5,576,463 |
(a) Includes 228,520,990 shares of Legacy HTA Common Stock as of July 20, 2022. The number of shares of HTA Common Stock presented above was based on 228,857,717 total shares of Legacy HTA Common Stock outstanding as of the Closing Date, less 192 HTA fractional shares that were paid in cash less 336,535 shares of Legacy HTA restricted stock (net of 215,764 shares of Legacy HTA restricted stock withheld). For accounting purposes, these shares and units were converted to Legacy HR Common Stock, at an exchange ratio of 1.00 per share of HTA Common Stock. (b) For accounting purposes, the fair value of Legacy HR Common Stock issued to former holders of Legacy HTA Common Stock was based on the per share closing price of Legacy HR Common Stock on July 20, 2022. (c) Represents the fair value of Legacy HTA restricted shares which fully vested prior to the closing of the Merger or became fully vested as a result of the closing of the Merger and which are attributable to pre-combination services.
Schedule of Fair Values of the Assets Acquired And Liabilities Assumed | The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the Closing Date:
Dollars in thousands |
ASSETS |
Real estate investments |
Land | $ | 985,926 |
Buildings and improvements | 6,960,418 |
Lease intangible assets(a) | 831,920 |
Financing lease right-of-use assets | 9,874 |
Construction in progress | 10,071 |
Land held for development | 46,538 |
Total real estate investments | $ | 8,844,747 |
Assets held for sale, net | 707,442 |
Investments in unconsolidated joint ventures | 67,892 |
Cash and cash equivalents | 26,034 |
Restricted cash | 1,123,647 |
Operating lease right-of-use assets | 198,261 |
Other assets, net (b) (c) | 209,163 |
Total assets acquired | $ | 11,177,186 |
LIABILITIES |
Notes and bonds payable | $ | 3,991,300 |
Accounts payable and accrued liabilities | 1,227,570 |
Liabilities of assets held for sale | 28,677 |
Operating lease liabilities | 173,948 |
Financing lease liabilities | 10,720 |
Other liabilities | 203,210 |
Total liabilities assumed | $ | 5,635,425 |
Net identifiable assets acquired | $ | 5,541,761 |
Non-controlling interest | $ | 110,702 |
Goodwill | $ | 145,404 |
(a) The weighted average amortization period for the acquired lease intangible assets is 5.5 years.
(b) Includes $34.6 million of gross contractual accounts receivable, which approximates fair value, of which the Company preliminarily did not expect $12.3 million to be collected as of Closing Date.
(c) Includes $78.7 million of gross contractual real estate notes receivable, the fair value of which was $74.8 million, and the Company preliminarily expects to collect substantially all of the real estate notes receivable proceeds as of the Closing Date.
Schedule of Business Acquisition, Pro Forma Information | The following pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.
| THREE MONTHS ENDED September 30, | NINE MONTHS ENDED September 30,
Dollars in thousands | 2022 | 2021 | 2022 | 2021
Total revenues | $ | 352,744 |  | $ | 332,465 |  | $ | 1,054,809 |  | $ | 982,192 |
Net income | $ | 115,496 |  | $ | (14,930) |  | $ | 160,120 |  | $ | (79,754) |

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