QUALITY CARE PROPERTIES,INC. (NYSE:QCP) Files An 8-K Other EventsItem 8.01. Other Events.
As previously announced, on April 5, 2017, Quality Care Properties, Inc. (“QCP” or the “Company”) entered into a forbearance agreement (the “Forbearance Agreement”) with its principal tenant, HCR III Healthcare, LLC and its parent HCR ManorCare, Inc. (together, “HCR ManorCare”) to which QCP agreed to forbear the exercise of remedies available to it as a result of HCR ManorCare’s default under its master lease and security agreement with QCP. The Forbearance Agreement required, among other things, that HCR ManorCare pay to QCP $32 million in rent on the first of April, May and June of 2017, with up to $7 million of the amount received each month potentially to be loaned by QCP to subsidiaries of HCR ManorCare. On April 5, 2017, QCP received $32 million in rent from HCR ManorCare and subsequently loaned on a secured basis $7 million to a subsidiary of HCR ManorCare. On May 1, 2017, QCP received $32 million in rent. No loan for May was made.
On May 16, 2017, HCR ManorCare informed QCP that its secured lenders accelerated their loans to HCR ManorCare. On June 2, 2017, QCP received $15 million from HCR ManorCare, constituting $8 million of rent and repayment of the $7 million secured loan extended to the Forbearance Agreement, rather than the full $32 million in rent required to be paid on June 1 under the terms of the Forbearance Agreement. HCR ManorCare has informed the Company that the amount of rent paid corresponds to the amount that it believed to be appropriate to pay at this time in light of the outstanding acceleration by HCR ManorCare’s secured lenders, the desire to preserve liquidity for its stakeholders, the incurrence of professional fees and other restructuring expenses and newly provided HCR ManorCare management projections of reduced cash flow from the QCP-owned assets. The management projections provided indicate a decline in the future financial performance of HCR ManorCare as compared to the most recent historical financial information previously provided to QCP, including HCR ManorCare’s financial information previously disclosed as an exhibit to QCP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as amended. QCP has not yet had an opportunity to form its own view with respect to the recent financial information provided by HCR ManorCare, or the relevance of this information to the potential future operations of a stable, restructured business.
QCP continues to be in discussions with HCR ManorCare about its lease default and a potential out-of-court restructuring that aims to provide stability to the thousands of employees of HCR ManorCare and the people in their vital care. These discussions involve numerous HCR ManorCare stakeholders, including QCP, HCR ManorCare’s controlling shareholders, certain of its lenders and its management. QCP believes that an out-of-court restructuring will require a substantial reduction in HCR ManorCare’s liabilities and there can be no assurance that the necessary agreements among stakeholders can be reached. As part of these discussions, QCP is considering all alternatives, including full equity ownership of HCR ManorCare, which, if completed, is likely to, among other things, result in QCP no longer retaining its REIT status. QCP would then expect to restructure HCR ManorCare’s operations to create a sustainable business model.
HCR ManorCare accounted for 94% of QCP’s total revenues during the year ended December 31, 2016. For additional information regarding the risks to QCP associated with HCR ManorCare, see “Risk Factors” included in QCP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as amended, which is available on QCP’s website at www.qcpcorp.com and at www.sec.gov.