The American Healthcare REIT Board of Directors is neutral on an unsolicited third-party bid mini-tender offer from Comrit Investments 1, according to a filing Thursday with the Securities and Exchange Commission.
Comrit has made such offers several times over the past few years.
In October, Comrit offered to purchase as many as 306,044 shares of AHR’s Class T and Class I common stock from shareholders for $13.07 per share, AHR CEO, President and Director Danny Prosky wrote at the time in a letter to shareholders. Even though he described the offer as “a low price,” the board, he said at the time, was neutral to the October offer and made no recommendation on whether any AHR stockholder should accept or decline the Comrit offer for their shares.
That offer came after one in August 2021, when Comrit offered to purchase up to 936,037 shares of the Irvine, CA-based real estate investment trust’s Class T or Class I common stock at $6.41 per share. At that time, the board recommended that stockholders not accept the Comrit offer or tender their shares.
Thursday, Prosky wrote to shareholders regarding Comrit’s latest offer to purchase up to 228,136 shares of Class T and Class I common stock at a price of $13.15 per share.
“For several reasons discussed in the response letter, our board of directors has determined not to make any recommendation and to remain neutral as to whether stockholders should tender shares in the offer,” Prosky wrote.
Prosky told shareholders that the offer did not come from AHR and that the offer is approximately 58% less than the board’s most recent estimated net asset value of Class T and Class common stock of $31.40 per share.
AHR recently announced a dividend of $0.25 per share, according to Yahoo Finance.
The CEO called the Comrit offer “opportunistic” but acknowledged that some stockholders “may need near-term liquidity in light of the current financial markets and lack of certainty regarding the timing of any potential AHR public offering or other liquidity event.”
Prosky told shareholders who are considering selling their stock that AHR common stock prices are 9% to 16% higher than the Comrit offer price.
Irvine, CA-based American Healthcare REIT was formed in November 2022 after the merger of Griffin-American Healthcare REIT III Inc. and Griffin-American Healthcare REIT IV. As of October, the company’s $4.2 billion portfolio included 312 buildings and campuses, including senior living communities (11,390 beds; 36.8% of the portfolio’s gross investment value), skilled nursing facilities (9,673 beds; 23.7%), medical office buildings (34.2%) and hospitals (3.5%) across 36 states and the United Kingdom.
In November, AHR announced that it has entered into a purchase agreement with NorthStar Healthcare Income that grants AHR the option to buy all of the minority membership interest held by NorthStar in Trilogy REIT Holdings the parent organization of Trilogy Health Services. If AHR exercises the purchase option, the REIT would own 100% of Trilogy REIT Holdings and, indirectly, 97.4% of Trilogy Investors.
