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Merger with HTA (Tables) | 3 Months Ended
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Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Schedule of Consideration Transferred | The implied consideration transferred on the Closing Date is as follows:
Dollars in thousands, except for per share data |
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) The number of shares of Legacy 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 cancelled in lieu of cash and 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 were converted to Legacy HR Common Stock, at an exchange ratio of 1.00 share of Legacy HR Common Stock per share of Legacy 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 | PRELIMINARY AMOUNTS RECOGNIZED ON THE CLOSING DATE | MEASUREMENT PERIOD ADJUSTMENTS | PRELIMINARY AMOUNTS RECOGNIZED ON THE CLOSING DATE (as adjusted)
ASSETS |  |  |
Real estate investments |  |  |
Land | $ | 985,926 |  | $ | 6,285 |  | $ | 992,211 |
Buildings and improvements | 6,960,418 |  | (121,413) |  | 6,839,005 |
Lease intangible assets(a) | 831,920 |  | 1,847 |  | 833,767 |
Financing lease right-of-use assets | 9,874 |  | 3,146 |  | 13,020 |
Construction in progress | 10,071 |  | (6,744) |  | 3,327 |
Land held for development | 46,538 |  | — |  | 46,538 |
Total real estate investments | $ | 8,844,747 |  | $ | (116,879) |  | $ | 8,727,868 |
Assets held for sale, net | 707,442 |  | (7,946) |  | 699,496 |
Investments in unconsolidated joint ventures | 67,892 |  | — |  | 67,892 |
Cash and cash equivalents | 26,034 |  | 11,403 |  | 37,437 |
Restricted cash | 1,123,647 |  | (1,247) |  | 1,122,400 |
Operating lease right-of-use assets | 198,261 |  | 17,786 |  | 216,047 |
Other assets, net (b) (c) | 209,163 |  | (3,840) |  | 205,323 |
Total assets acquired | $ | 11,177,186 |  | $ | (100,723) |  | $ | 11,076,463 |
LIABILITIES |  |  |
Notes and bonds payable | $ | 3,991,300 |  | $ | — |  | $ | 3,991,300 |
Accounts payable and accrued liabilities | 1,227,570 |  | 17,374 |  | 1,244,944 |
Liabilities of assets held for sale | 28,677 |  | (3,939) |  | 24,738 |
Operating lease liabilities | 173,948 |  | 10,173 |  | 184,121 |
Financing lease liabilities | 10,720 |  | (855) |  | 9,865 |
Other liabilities | 203,210 |  | (11,544) |  | 191,666 |
Total liabilities assumed | $ | 5,635,425 |  | $ | 11,209 |  | $ | 5,646,634 |
Net identifiable assets acquired | $ | 5,541,761 |  | $ | (111,932) |  | $ | 5,429,829 |
Non-controlling interest | $ | 110,702 |  | $ | — |  | $ | 110,702 |
Goodwill | $ | 145,404 |  | $ | 111,932 |  | $ | 257,336 |
(a) The weighted average amortization period for the acquired lease intangible assets is approximately 6 years.
(b) Includes $15.9 million of contractual accounts receivable, which approximates fair value.
(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.
The cumulative measurement period adjustments recorded through March 31, 2023 primarily resulted from updated valuations related to the Company’s real estate assets and liabilities and additional information obtained by the Company related to the properties acquired in the Merger and their respective tenants, and resulted in an increase to goodwill of $111.9 million.

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
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