American Healthcare REIT acquires option to buy NorthStar's minority stake in Trilogy for up to $260M

American Healthcare REIT, Inc.

Option to purchase remaining 48% membership interest in Trilogy REIT Holdings for $240.5M–$260M cash, depending on closing date, plus possible supplemental payment up to ~$21M.
Option exercisable until Sep 30, 2025; can pay with cash and up to 90% convertible preferred stock (4.75% initial dividend, convertible after Jul 1, 2026).
Trilogy (123 properties, >13,000 beds) represents >1/3 of AHR's $4.4B portfolio; Q2 2023 same-store occupancy up 380bps to 86.0%, same-store NOI up 16.9% YoY.
Closing not subject to regulatory approvals; Buyer must meet conditions including at least $200M equity/asset sale proceeds and listing common stock on a national exchange.
Option includes extension options and termination fees up to $15.6M; if exercised, AHR will own 100% of Trilogy REIT Holdings and indirectly 97.4% of Trilogy.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

American Healthcare REIT, Inc. entered into Membership Interest Purchase Agreement with NorthStar Healthcare Income Operating Partnership, LP and its subsidiary Trilogy Holdings NT-HCI, LLC valued at $240.5 million (effective 2023-11-03).

Action: entry
Agreement: asset purchase
Counterparty: NorthStar Healthcare Income Operating Partnership, LP and its subsidiary Trilogy Holdings NT-HCI, LLC
Value: $240.5 million
Effective: 2023-11-03

Exact text from the filing

On November 3, 2023 (the “Agreement Date”), American Healthcare REIT, Inc. (“we”) and our subsidiary GAHC3 Trilogy JV, LLC (“Buyer”) entered into a Membership Interest Purchase Agreement (the “Option Agreement”) with NorthStar Healthcare Income Operating Partnership, LP and its subsidiary Trilogy Holdings NT-HCI, LLC (“Seller”).

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American Healthcare REIT, Inc. filing history →

Source: SEC EDGAR

accession 0001632970-23-000095

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