M&A - NorthStar Healthcare Income, Inc.

Form Type: 8-K

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000150370725000045

Filing Summary: On June 4, 2025, NorthStar Healthcare Income, Inc. held a virtual special meeting of stockholders to discuss the Merger Agreement, in which NorthStar Healthcare will merge with Compound Merger Sub LLC, an affiliate of Compound Holdco LLC. As of the record date, March 18, 2025, there were 185,712,103 shares of Common Stock outstanding, with 102,607,107 shares represented at the meeting, providing a quorum. The first proposal regarding the approval of the Merger was passed with 96,813,986 votes in favor. The second proposal, concerning compensation for executives in connection with the Merger, received 79,749,887 votes for approval. The third proposal, concerning potential adjournments of the meeting, was deemed unnecessary due to the approval of the first two proposals. Abstentions were noted for all proposals accordingly.

Form Type: 8-K

Filing Date: 2025-05-23

Corporate Action: Merger

Type: Update

Accession Number: 000150370725000041

Filing Summary: On May 23, 2025, NorthStar Healthcare Income, Inc. reported on the status of its merger agreement with Compound Holdco LLC, indicating that it has faced stockholder actions challenging the adequacy of disclosures in its proxy statements related to the merger. The merger is set to be discussed in a special stockholder meeting scheduled for June 4, 2025. The company denies the allegations made in the stockholder actions, stating they are without merit. It has decided to supplement its proxy statements to provide additional information to avoid litigation and ensure compliance with applicable laws. The report also outlines the history leading to the merger, including a non-binding indication of interest from Welltower to acquire NorthStar Healthcare for $3.03 per share, reflecting a total equity value of approximately $563 million. The document includes a discussion on financial valuations and market analysis performed by financial advisors, shedding light on the financial projections for NorthStar Healthcare through fiscal year 2029. This 8-K filing serves to update stakeholders on ongoing developments surrounding the merger process and relevant financial disclosures.

Form Type: DEFA14A

Filing Date: 2025-05-23

Corporate Action: Merger

Type: Update

Accession Number: 000150370725000042

Filing Summary: On January 29, 2025, NorthStar Healthcare Income, Inc. entered into a merger agreement with Compound Holdco LLC and Compound Merger Sub LLC, with the merger anticipated to be completed pending approval from stockholders. A special meeting is scheduled for June 4, 2025, regarding the merger. The document addresses stockholder actions challenging prior disclosures, which the company believes are without merit. Furthermore, it updates and supplements previously filed proxy statements with additional financial data and disclosures, including unaudited prospective financial data from 2024 to 2029 and details about the valuation of the company. The company asserts that it has complied with legal requirements regarding the merger process and outlines the anticipated benefits and potential risks associated with the merger.

Form Type: DEFA14A

Filing Date: 2025-03-21

Corporate Action: Merger

Type: New

Accession Number: 000150370725000030

Filing Summary: NorthStar Healthcare Income, Inc. announced a potential merger transaction with an affiliate of Welltower, Inc. scheduled for a special stockholder meeting on June 4, 2025, where stockholders will vote on the merger. A merger agreement was reached on January 29, 2025, proposing a cash consideration of $3.03 per share, which is higher than the net asset value (NAV) per share of $2.96 as of June 30, 2024. The company has undertaken a two-part strategy focusing on enhancing the performance of its portfolio and pursuing asset sales to facilitate a liquidity event. Notable sales of properties contributed approximately $276.6 million in net proceeds to bolster the company's financial position. The management emphasizes that this merger represents a favorable opportunity for stockholders due to its cash value and the lack of competitive offers during the process. Completion of the merger is subject to customary conditions, including obtaining stockholder approval at the scheduled meeting. Additionally, the company experienced improvements in financial performance for 2024, with an increase in modified funds from operations and net income, partly due to asset sales and improved operating performance, with significant net operating income growth reported. As part of the merger preparation, detailed proxy materials will be distributed to stockholders about the merger and other agreements related to the transaction.

Form Type: DEFM14A

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000150370725000024

Filing Summary: NorthStar Healthcare Income, Inc. is holding a special meeting for its stockholders on June 4, 2025, to approve the merger of NorthStar Healthcare with Compound Merger Sub LLC, an entity affiliated with Welltower Inc. This merger was agreed upon in the Merger Agreement dated January 29, 2025, which requires the approval of a majority of the shares entitled to vote. If approved, stockholders will receive $3.03 in cash for each share of common stock they own, adjusted as per the agreement. The board of directors unanimously supports the merger, considering it beneficial for the company and its stockholders. The special meeting will be virtual, and stockholders must participate to ensure a quorum for the vote. Voting instructions include participation via proxy over the internet, telephone, or by returning a proxy card.

Form Type: PREM14A

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000150370725000016

Filing Summary: NorthStar Healthcare Income, Inc. is seeking stockholder approval for a merger with Compound Merger Sub LLC, an affiliate of Welltower Inc. This merger is outlined in the Agreement and Plan of Merger dated January 29, 2025. Under the terms of the merger, each holder of common stock will receive $3.03 per share in cash, subject to adjustments. The board of directors has unanimously approved the merger, citing it as advisable and in the best interests of the Company and its stockholders. The special meeting for stockholder voting will be virtual and requires a majority of shares to vote in favor for the merger to proceed. The document outlines proposals also including advisory votes on executive compensation related to the merger and possible adjournments of the meeting. Stockholders must participate in the meeting to ensure a quorum and the document emphasizes the need for proxies or engagement to secure sufficient voting participation.

Form Type: DEFA14A

Filing Date: 2025-02-04

Corporate Action: Merger

Type: New

Accession Number: 000150370725000012

Filing Summary: NorthStar Healthcare Income, Inc. has entered into a definitive merger agreement with affiliates of Welltower Inc. for an acquisition valued at approximately $900 million. Stockholders will receive $3.03 per share in cash, exceeding the net asset value of $2.96 per share as of June 30, 2024. The transaction is subject to stockholder approval, which will be voted on at a special meeting yet to be announced. The agreement allows NorthStar to consider alternative acquisition proposals until March 10, 2025. If no superior offers arise, the merger is anticipated to close in the second quarter of 2025, with proceeds disbursed roughly three business days post-closing. This strategic move follows NorthStar's efforts to enhance portfolio performance and position itself for a liquidity event, yielding a cash value for shareholders. All customary closing conditions must be met, including compliance with covenants and approval from stockholders.

Form Type: 8-K

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000150370725000008

Filing Summary: On January 29, 2025, NorthStar Healthcare Income, Inc. entered into a Merger Agreement with Compound Holdco LLC and its subsidiary, Compound Merger Sub LLC. Under this agreement, NorthStar Healthcare will merge with Merger Sub, with the latter as the surviving entity. Each share of NorthStar common stock will be converted into cash, valued at $3.03, subject to certain adjustments. The Merger was unanimously approved by the Company’s Board. Until March 10, 2025, NorthStar can negotiate alternative acquisition proposals but must adhere to the stipulated No-Shop Period thereafter. Closing of the Merger is anticipated in the second quarter of 2025, contingent on several conditions including majority stockholder approval. The agreement contains provisions regarding potential termination and fees applicable if the merger is not completed by specified dates. Additionally, two executive agreements regarding tax gross-ups in the event of payments related to the Merger were established for the CEO and General Counsel. A joint press release announcing the merger was also issued. The disclosure contains various cautionary statements regarding potential risks and uncertainties related to the merger process, emphasizing no assurances can be made about the closing of the merger.

Form Type: DEFA14A

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000150370725000010

Filing Summary: On January 29, 2025, NorthStar Healthcare Income, Inc. entered into an Agreement and Plan of Merger with Compound Holdco LLC and Compound Merger Sub LLC. The agreement involves the merger of NorthStar Healthcare with Merger Sub, with the latter continuing as the surviving entity. Each common stock share not held by the controlling parties will convert into cash valued at $3.03, subject to tax withholdings. The merger is contingent on approval by a majority of the Company's shareholders and other typical closing conditions, aiming for completion in the second quarter of 2025. A 'No-Shop Period' starts on March 10, 2025, limiting negotiations with alternative suitors. Termination rights and fees are outlined, including potential payments of up to $22.5 million. Furthermore, a joint press release was issued on the day of the agreement, and NorthStar plans to file a proxy statement with the SEC for shareholder voting on the merger.