e424b3
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-158418
HEALTHCARE
TRUST OF AMERICA, INC.
SUPPLEMENT
NO. 12 DATED JANUARY 21, 2011
TO THE PROSPECTUS DATED MARCH 19, 2010
This document supplements, and should be read in conjunction
with our prospectus dated March 19, 2010, as supplemented
by Supplement No. 1 dated March 19, 2010, Supplement
No. 2 dated March 19, 2010, Supplement No. 3
dated June 17, 2010, Supplement No. 4 dated
August 16, 2010, Supplement No. 5 dated
August 20, 2010, Supplement No. 6 dated
October 15, 2010, Supplement No. 7 dated
October 19, 2010, Supplement No. 8 dated
November 3, 2010, Supplement No. 9 dated
November 24, 2010, Supplement No. 10 dated
December 8, 2010, and Supplement No. 11 dated
December 22, 2010, relating to our offering of up to
$2,200,000,000 of shares of common stock. The purpose of this
Supplement No. 12 is to disclose:
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the status of our offerings;
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our recent acquisition of eight medical office buildings located
in New York and Florida and our probable acquisition of another
medical office building located in Massachusetts; and
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a discussion of our 2010 acquisitions.
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Status of
Our Offerings
As of March 19, 2010, we had received and accepted
subscriptions in our initial public offering, or our initial
offering, for 147,562,354 shares of our common stock, or
$1,474,062,000, excluding shares issued pursuant to our
distribution reinvestment plan. On March 19, 2010, we
stopped offering shares of our common stock in our initial
offering.
We commenced our follow-on public offering of shares of our
common stock, or our follow-on offering, on March 19, 2010.
As of January 18, 2011, we had received and accepted
subscriptions in our follow-on offering for
54,371,985 shares of our common stock, or approximately
$543,179,000, excluding shares issued pursuant to our
distribution reinvestment plan. As of January 13, 2011,
145,628,015 shares remained available for sale to the
public pursuant to our follow-on offering, excluding shares
available pursuant to our distribution reinvestment plan.
On August 16, 2010, we announced our intention to close our
follow-on offering, subject to market conditions, on or before
April 30, 2011 but not earlier than November 30, 2010,
with 30 days prior notice to stockholders. On
December 6, 2010, our board of directors approved the
closing of this offering effective February 28, 2011. For
noncustodial accounts, subscription agreements signed on or
before February 28, 2011 with all documents and funds
received by end of business March 15, 2011 will be
accepted. For custodial accounts, subscription agreements signed
on or before February 28, 2011 with all documents and funds
received by end of business March 31, 2011 will be accepted.
Recent
Acquisitions and Probable Acquisition Columbia
Portfolio
As of December 30, 2010, we, through our subsidiaries, had
acquired eight medical office buildings as described in more
detail below from certain affiliates of Columbia Development
Companies and Columbia 90 Associates, L.L.C. Seven of the
buildings are located in New York and one in Florida. We also
have entered into an agreement to acquire an additional medical
office building located in Massachusetts that we believe will
close in the near future. We refer to these nine buildings
collectively as the Columbia portfolio. The aggregate purchase
price for
the Columbia portfolio is $196,646,000, plus closing costs. The
aggregate purchase price for the buildings acquired to date is
approximately $187,464,000, plus closing costs, and the price
for the remaining building is approximately $9,182,000, plus
closing costs.
Financing
and Fees
Of the approximately $187,464,000 aggregate purchase price for
the eight buildings in the Columbia portfolio that we have
acquired, we have paid approximately $92,358,000 in cash, using
the net proceeds from this offering and also assumed
approximately $95,106,000 of outstanding indebtedness at a
weighted average interest rate of 5.8% and with a weighted
average remaining term of 4.6 years.
Description
of the Portfolio
The Columbia portfolio consists of the following nine medical
office buildings:
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The Florida Orthopaedic Institute, located in Temple Terrace,
Florida;
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1365 Washington Avenue, located in Albany, New York;
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1375 Washington Avenue, located in Albany, New York;
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Patroon Creek, located in Albany, New York;
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1092 Madison, located in Albany, New York;
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Capital Region Health Park, located in Latham, New York;
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Putnam Ambulatory Care Center, located in Carmel, New York;
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CDPHP Corporate Headquarters, located in Albany, New
York; and
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Northern Berkshire, located in North Adams, Massachusetts, which
has not yet been acquired.
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The Columbia portfolio consists of approximately
960,000 rentable square feet of both on- and off-campus
medical office buildings and is approximately 98% leased, with a
weighted average remaining lease term of seven years. The
Columbia portfolio includes both single-tenant and multi-tenant
properties.
The following table sets forth the lease expirations of the
Columbia portfolio for the next ten years and thereafter,
including the number of tenants whose leases will expire in the
applicable year, the total area in square
2
feet covered by such leases, the percentage of leased area
represented by such leases, gross annual rent under expiring
leases, and the percentage of gross annual rent represented by
such leases.
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% of Leased
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% of Total
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Area
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Annual Rent
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Number
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Total Sq. Ft.
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Represented
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Annual Rent
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Represented
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of Leases
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of Expiring
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by Expiring
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Under Expiring
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by Expiring
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Expiring
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Leases
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Leases
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Leases
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Leases(1)
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2011
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13
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28,734
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3.1
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%
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$
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529,000
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3.0
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%
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2012
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12
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39,384
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4.3
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660,000
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3.7
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2013
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7
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27,543
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3.0
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453,000
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2.5
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2014
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10
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27,154
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2.9
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588,000
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3.3
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2015
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10
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29,267
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3.2
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585,000
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3.3
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2016(1)
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11
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247,549
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26.7
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3,974,000
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22.4
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2017
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7
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53,474
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5.8
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1,132,000
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6.4
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2018
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2
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13,374
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1.4
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303,000
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1.7
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2019
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4
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45,500
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4.9
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993,000
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5.6
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2020
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3
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24,742
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2.7
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476,000
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2.7
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Thereafter
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53
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389,697
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42.0
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8,058,000
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45.4
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Total
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132
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926,418
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100
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%
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$
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17,751,000
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100
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%
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(1) |
Of the total square feet and annual rent expiring in 2016,
180,000 square feet and approximately $2.8m in annual rent
pertain to the lease with Capital District Physicians
Health Plan, Inc., the sole tenant of CDPHP Corporate
Headquarters. This lease expires under its original terms on
August 31, 2016, though it provides for a five-year renewal
option.
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The following table shows the average occupancy rate and the
average effective annual rental rate per square foot for the
Columbia portfolio for the last five years:
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Average
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Effective
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Average
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Annual Rental
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Occupancy
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Rate per
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Year
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Rate
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Square Foot
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2010
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97.0
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%
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$
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17.83
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2009
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97.7
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17.85
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2008
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97.6
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17.60
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2007
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96.8
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16.17
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2006
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99.1
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16.95
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The following table shows, as of December 31, 2010, the
gross leasable area, effective annual rental rate per square
foot, lease expiration and renewal options for the major tenants
of the Columbia portfolio:
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Effective Annual
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Lease
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GLA
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Rental Rate
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Renewal
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Property
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Tenant Name
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Expiration
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(Sq Ft)
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per Square Foot
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Options
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CDPHP Corporate Headquarters
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Capital District Physicians Health Plan, Inc.
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08/31/2016
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180,000
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$
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15.20
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One 5-Year Option
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Capital Region Health Park
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Community Care Physicians, P.C.
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6/30/2021
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108,104
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19.67
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Two 5-Year Options
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The Columbia portfolio is being acquired at an estimated
capitalization rate of 7.6%, based on its net operating income
from the in-place leases for the 12 months after the date
of purchase of the property, including any contractual rent
increases contained in such leases for those 12 months,
divided by the purchase price for the portfolio, exclusive of
any acquisition expenses paid.
3
Galesi Management Corporation will serve as the property manager
and provide services and receive certain fees and expense
reimbursements in connection with the operation and management
of 1365 Washington Avenue, 1375 Washington Avenue and CDPHP
Corporate Headquarters. BBL Management Corporation will serve as
the property manager and provide services and receive certain
fees and expense reimbursements in connection with the operation
and management of Patroon Creek, 1092 Madison, Capital Region
Health Park, Florida Orthopaedic Institute, Putnam Ambulatory
Care Center, and Northern Berkshire.
Management currently has no renovation plans for the Columbia
portfolio and believes that it is suitable for its intended
purpose and adequately covered by insurance. For federal income
tax purposes, the depreciable basis in the Columbia portfolio
will be approximately $187 million. We calculate
depreciation for income tax purposes using the straight line
method. We depreciate buildings based upon estimated useful
lives of 39 years. For 2010, the Columbia portfolio paid
real estate taxes of approximately $1,325,000 at a weighted
average rate of approximately 1.34%.
Description
of the Acquired Properties
On November 19, 2010, we purchased a long-term ground
leasehold interest and fee interest in 1365 Washington Avenue
for approximately $13,545,000. Built in 1998, 1365 Washington
Avenue, a two-story building consisting of approximately
81,000 rentable square feet, is located in Albany, New
York. 1365 Washington Avenue is approximately 97% leased. The
Endocrine Group is the largest tenant, occupying approximately
26,600 square feet, or 33%, of the gross leasable area. The
remainder is leased primarily by medical tenants. The Endocrine
Group provides diagnostic, treatment and surgical services to
patients with diabetes, osteoporosis, thyroid disorders, and
endocrine disorders.
On November 19, 2010, we purchased a long-term ground
leasehold interest, fee interest, and condominium interest in
1375 Washington Avenue for approximately $9,988,000. Built in
2001, 1375 Washington Avenue, a two-story building consisting of
approximately 41,000 rentable square feet, is located in
Albany, New York. 1375 Washington Avenue is approximately 98%
leased. St. Peters Hospital is the largest tenant and
operates an ambulatory surgery center at 1375 Washington Avenue,
occupying approximately 18,000 square feet, or 45%, of the
gross leasable area. The remainder is leased primarily by
medical tenants. St. Peters Hospital is the largest
component of the St. Peters Health Care System and is one
of the largest health care providers in upstate New York.
On November 22, 2010, we purchased a fee interest in
Patroon Creek for approximately $33,083,000, including
approximately $23,154,000 of assumed indebtedness. Built in
2008, Patroon Creek, a three-story medical office building
consisting of approximately 166,000 rentable square feet,
is located in Albany, New York. Patroon Creek, which is less
than a quarter mile from the 1365 and 1375 Washington Avenue
buildings, has an occupancy rate in excess of 99%. New York
Oncology Hematology is the largest tenant, occupying
approximately 31,834 square feet, or 19%, of the gross
leasable area. The remainder is leased primarily by medical
tenants. New York Oncology Hematology is Albanys leading
provider of community-based cancer care services.
On November 22, 2010, we purchased a fee interest in 1092
Madison for approximately $3,171,000, including approximately
$2,009,000 of assumed indebtedness. Built in 2000 and renovated
in 2007, 1092 Madison, a two-story medical office building,
consists of approximately 15,000 rentable square feet. 1092
Madison is approximately 97% leased. St. Peters Hospital,
discussed above, is the largest tenant, occupying approximately
12,500 square feet, or 84%, of the gross leasable area,
pursuant to a lease that expires in 2028. The remainder is
leased primarily by medical tenants.
On November 23, 2010, we purchased a fee interest in
Capital Region Health Park for approximately $45,861,000,
including approximately $22,371,000 of assumed indebtedness.
Built in 2001 and renovated in 2004, Capital Region Health Park
is a 259,000 square foot medical mall located in Latham,
New York. Capital Region Health Park is approximately 90%
leased. Davis Vision and Community Care Physicians are the
largest tenants, together occupying approximately
166,000 square feet, or 64%, of the gross leasable area.
The remainder is leased primarily by medical tenants. Davis
Vision is one of the nations leading managed vision care
companies, with over 55 million members. Community Care
Physicians is a physician-owned, multi-specialty medical group
with over 900 physicians, providers and staff.
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On November 23, 2010, we purchased a fee interest in the
Florida Orthopaedic Institute for approximately $17,393,000,
including approximately $7,061,000 of assumed indebtedness.
Built in 2003, the Florida Orthopaedic Institute is a
three-story building consisting of approximately
82,000 rentable square feet. The Florida Orthopaedic
Institute is 100% leased to and serves as the primary and
corporate headquarters for Florida Orthopaedic Institute
pursuant to a lease that expires in 2023. Florida Orthopaedic
Institute is the largest orthopaedic medical practice in the
state of Florida. There are at least four comparable properties
located in the surrounding markets that might compete with the
Florida Orthopaedic Institute.
On December 29, 2010, we purchased a long-term ground
leasehold interest in Putnam Ambulatory Care Center for
approximately $28,216,000, including approximately $19,329,000
of assumed indebtedness. Built in 2001, Putnam Ambulatory Care
Center, a three-story building consisting of approximately
90,000 rentable square feet, is located on the main campus
of Putnam Hospital Center in Carmel, New York. The Putnam
Hospital Center campus includes approximately 164 acute hospital
beds, approximately 300 employed physicians, surgeons and allied
health professionals. Putnam Ambulatory Care Center is 100%
leased to Putnam Hospital Center and private physician groups.
On December 30, 2010, we purchased a long-term leasehold
interest in CDPHP Corporate Headquarters for approximately
$36,207,000, including approximately $21,182,000 of assumed
indebtedness. Built in 2001, CDPHP Corporate Headquarters, a
four-story building consisting of approximately
180,000 rentable square feet, is located in Albany, New
York. CDPHP Corporate Headquarters is 100% leased to Capital
District Physicians Health Plan, Inc. (CDPHP).
CDPHP is a
not-for-profit
individual practice association model health maintenance
organization.
Market statistics for Class A comparable properties
indicate that there are 78 such buildings located in the
surrounding Albany/Schenectady/Troy markets that might compete
with 1365 Washington Avenue, 1375 Washington Avenue, Patroon
Creek, 1092 Madison, Capital Region Health Park, Putnam
Ambulatory Surgery Center and CDPHP Corporate Headquarters.
There are at least four comparable properties located in the
surrounding Temple Terrace and Tampa, Florida markets that might
compete with the Florida Orthopaedic Institute.
Description
of the Probable Acquisition
We expect to acquire the Northern Berkshire medical office
building in the near future for approximately $9,182,000,
including approximately $4,440,000 of assumed indebtedness.
Built in 2002, Northern Berkshire, a three-story building
consisting of approximately 47,200 rentable square feet, is
located on the main campus of North Adams Regional Hospital in
North Adams, Massachusetts. North Adams Regional Hospital is a
full-service community hospital. Northern Berkshire is 100%
leased. Williamstown Medical Associates, P.C. is the
largest tenant, occupying approximately 17,000 square feet,
or 36%, of the gross leasable area. The remainder is leased
primarily by medical tenants. Williamstown Medical
Associates, P.C. is one of the largest physician-owned
practices in New England.
The completion of the potential acquisition described above is
subject to the satisfaction of a number of conditions, and we
cannot guarantee that this acquisition will be completed.
2010
Acquisitions
For the year ended December 31, 2010, we completed 24
acquisitions, for a total purchase price of approximately
$806.9 million. These acquisitions consisted of 53 medical
office buildings, four hospitals and one corporate office
building, representing approximately 3.5 million square
feet, as well as the remaining 20% interest in the joint venture
entity that owns Chesterfield Rehabilitation Center. Of this
total amount, we acquired approximately $464 million in
real estate assets during the fourth quarter of 2010. As of
December 31, 2010, our portfolio includes 10.9 million
square feet and has an occupancy rate of 91.5%. Our total
portfolio is approximately $2.27 billion based on
acquisition price.
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During the year ended December 31, 2010, we expanded our
presence into the states of New York, Nevada, North Carolina and
New Mexico. This geographic diversification expands our presence
to 24 states with approximately 61.6% of the portfolio
square footage located in the South, Southeast and Southwest
regions while 38.4% is located in the Midwest and Northeast
regions. We established key relationships in 2010 with a number
of healthcare providers including Deaconess Health System (IN),
Texas Health Resources, Ascension Health, Medical College of
South Carolina, Adventist/Florida Hospital, Banner Health,
WakeMed Health System, National Institutes of Health (NIH),
CHRISTUS Health, and West Penn Allegheny Health System.
The acquisitions we completed during the year ended
December 31, 2010 are characterized by approximately 96%
occupancy at closing, 62% on-campus or across the street from a
hospital, and a weighted average remaining lease term in excess
of eight years. We completed ten transactions that were each in
excess of $25 million with the largest being the Columbia
portfolio discussed above. For the year ended December 31,
2010, we deployed approximately $623 million in equity and
assumed approximately $184 million in debt associated with
the acquired properties. See below for a listing of our
completed acquisitions for the year ended December 31, 2010.
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Rentable
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# of
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Square
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Acquisition
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Annual
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Portfolio
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Bldgs
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City
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State
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Feet
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Price
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Occupancy
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Rent
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Camp Creek
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2
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Atlanta
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GA
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80,355
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$
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19,550,000
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98
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%
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$
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1,811,000
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King Street
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1
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Jacksonville
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FL
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53,169
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10,775,000
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100
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%
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1,293,000
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Deaconess
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5
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Evansville
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IN
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260,520
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45,257,000
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100
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%
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3,772,000
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Sugar Land
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1
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Houston
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TX
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60,334
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12,400,000
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100
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%
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1,689,000
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Chesterfield Rehabilitation Center(1)
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-
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Chesterfield
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MO
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-
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3,900,000
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100
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%
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3,144,000
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Mt. Pleasant (E. Cooper)
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1
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Mount Pleasant
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SC
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60,809
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9,925,000
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88
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%
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1,508,000
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Pearland Cullen & Broadway
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2
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Pearland
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TX
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54,695
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10,476,000
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99
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%
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1,001,000
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Hilton Head Portfolio
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3
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Hilton Head
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SC
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30,407
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10,710,000
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100
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%
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910,000
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Triad Technology Center
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1
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Baltimore
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MD
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101,386
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29,250,000
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100
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%
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2,379,000
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Federal North
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1
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Pittsburgh
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PA
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191,612
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40,472,000
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99
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%
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4,394,000
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Balfour Concord Portfolio
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2
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Denton, Lewisville
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TX
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55,599
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13,500,000
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100
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%
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1,164,000
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Cannon Park Place
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1
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Charleston
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SC
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46,711
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10,446,000
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|
100
|
%
|
|
|
962,000
|
|
7900 Fannin
|
|
|
1
|
|
|
Houston
|
|
TX
|
|
|
176,153
|
|
|
|
38,100,000
|
|
|
|
99
|
%
|
|
|
5,033,000
|
|
Overlook
|
|
|
1
|
|
|
Stockbridge
|
|
GA
|
|
|
35,177
|
|
|
|
8,140,000
|
|
|
|
89
|
%
|
|
|
673,000
|
|
Sierra Vista
|
|
|
1
|
|
|
San Luis Obispo
|
|
CA
|
|
|
44,825
|
|
|
|
10,950,000
|
|
|
|
85
|
%
|
|
|
908,000
|
|
Orlando Portfolio
|
|
|
2
|
|
|
Orlando & Oviedo
|
|
FL
|
|
|
101,817
|
|
|
|
18,300,000
|
|
|
|
86
|
%
|
|
|
1,437,000
|
|
Santa Fe Portfolio
|
|
|
2
|
|
|
Santa Fe
|
|
NM
|
|
|
53,443
|
|
|
|
15,792,000
|
|
|
|
100
|
%
|
|
|
1,236,000
|
|
Rendina Portfolio
|
|
|
5
|
|
|
Multiple
|
|
AZ, FL, NV, NY, MO
|
|
|
306,814
|
|
|
|
84,242,000
|
|
|
|
96
|
%
|
|
|
6,701,000
|
|
Allegheny HQ
|
|
|
1
|
|
|
Pittsburgh
|
|
PA
|
|
|
228,866
|
|
|
|
39,000,000
|
|
|
|
88
|
%
|
|
|
4,358,000
|
|
Raleigh Medical Center
|
|
|
1
|
|
|
Raleigh
|
|
NC
|
|
|
89,089
|
|
|
|
16,500,000
|
|
|
|
91
|
%
|
|
|
1,903,000
|
|
Columbia Portfolio
|
|
|
8
|
|
|
Multiple
|
|
NY,FL
|
|
|
913,177
|
|
|
|
187,464,000
|
|
|
|
97
|
%
|
|
|
13,590,000
|
|
Florida Orthopedic ASC
|
|
|
1
|
|
|
Temple Terrace
|
|
FL
|
|
|
16,660
|
|
|
|
5,875,000
|
|
|
|
100
|
%
|
|
|
500,000
|
|
Select Medical LTACH Portfolio
|
|
|
4
|
|
|
Multiple
|
|
FL, GA, TX
|
|
|
217,710
|
|
|
|
102,045,000
|
|
|
|
100
|
%
|
|
|
8,425,000
|
|
Phoenix Portfolio
|
|
|
2
|
|
|
Phoenix, Glendale
|
|
AZ
|
|
|
180,988
|
|
|
|
35,809,000
|
|
|
|
96
|
%
|
|
|
4,648,000
|
|
Medical Park of Cary
|
|
|
9
|
|
|
Cary
|
|
NC
|
|
|
150,021
|
|
|
|
28,000,000
|
|
|
|
85
|
%
|
|
|
2,596,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTALS/WEIGHTED AVERAGES
|
|
|
58
|
|
|
|
|
|
|
|
3,510,337
|
|
|
$
|
806,878,000
|
|
|
|
96
|
%
|
|
$
|
76,035,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents our purchase of the remaining 20% interest we
previously did not own in the joint venture entity that owns
Chesterfield Rehabilitation Center. |
6