ElderTrust Announces Closing of Certain Transactions under the Genesis Restructuring Agreement.Business Editors WILMINGTON, Del.--(BUSINESS WIRE)--Nov. 7, 2003 ElderTrust (NYSE NYSE See: New York Stock Exchange :ETT ETT Empresa de Trabajo Temporal (Spain) ETT European Transactions on Telecommunications ETT Exercise Treadmill Test ETT Embedded Training Team ETT Exercise Tolerance Test (cardiology) ), an equity healthcare REIT REIT See: Real Estate Investment Trust REIT See real estate investment trust (REIT). , today announced that it has closed certain transactions set forth in its definitive Master Agreement (the "Genesis Agreement") with Genesis Health Ventures, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :GHVI, "Genesis"). Transactions which have closed to date under the Genesis Agreement include: -- The sale of the Liberty Court property to Genesis for consideration of approximately $10.3 million in cash. -- The reduction of rentals on the Heritage Woods and Sanatoga Court properties in exchange for a cash payment of $2.6 million. -- The sale to Genesis of the Company's ownership interest in its subsidiary that is the prime lessee on seven properties. Prior to the sale, those properties were subleased to Genesis and accounted for by the Company as capital leases ("Meridian 7"). The consideration for this transaction was $93.4 million, including $18 million in cash and Genesis' assumption of $75.4 million of debt and lease obligations. To date, the total consideration received by the Company under the Genesis Agreement is approximately $106.3 million, excluding closing costs Closing Costs The numerous expenses (over and above the price of the property) that buyers and sellers normally incur to complete a real estate transaction. Costs incurred include loan origination fee, discount points, appraisal fee, title search, title insurance, survey, taxes, and returned security deposits. Transactions yet to be completed under the Genesis Agreement include: -- The sale of 4 properties (Willowbrook, Phillipsburg, Riverview Ridge and Pleasant View) for consideration of $14.6 million, including the assumption of approximately $6.3 million in mortgage debt. -- Receipt of a consent fee of $5 million upon completion of Genesis' intended spin-off of its ElderCare eld·er·care n. Social and medical programs and facilities intended for the care and maintenance of the aged. division (the "Spin-Off"), which will be known as Genesis HealthCare Please help [ rewrite this article] from a neutral point of view. Mark blatant advertising for , using . Corporation ("HealthCare"). Approximately $635,000 of this fee is conditioned on obtaining third party consents on two of the properties to be sold. -- As part of the Spin-Off, ElderTrust assets that are leased to Genesis will be spun off and leased to HealthCare. ElderTrust is a real estate investment trust that invests in real estate properties used in the healthcare services industry, principally along the East Coast of the United States The "Eastern Seaboard," or "Atlantic Seaboard" are terms referring to the easternmost coastal states in the United States. They touch the Atlantic Ocean and stretch up to Canada. . The Company currently owns 22 properties. Certain matters discussed within this press release may be deemed to be forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Although ElderTrust believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from ElderTrust's expectations include the extent to which it can achieve the planned reductions in recurring overhead expenses, the extent to which it can consummate the proposed transactions with Genesis Health Ventures, Inc. (and after the Spin-Off, HealthCare), the Company's principal tenant, the extent to which Genesis (and after the Spin-Off, HealthCare) continues to make lease payments to the Company, real estate conditions, changes in the economic conditions and other risks detailed from time to time in the Company's SEC reports and filings. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. For more information on ElderTrust visit ElderTrust's Web site at www.eldertrust.com |
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