Affiliates of real estate investment and management company Senior Star have upped the ante in their pursuit to control Five Star Quality Care, one of the nation's largest investor-owned operators of senior-living facilities.
In a regulatory filing Monday, William Thomas, Robert Thomas and Gemini Properties said they have asked the Five Star Quality board of directors to consider an offer of $3.45 per share for up to 10 million shares of the senior community chain. They also want to nominate board members for seats at the company's 2017 annual meeting, the filing shows.
In December, the Five Star Quality board rebuffed a $345 million offer from Senior Star's affiliates for the company.
Those affiliates are continuing their efforts. In the filing, they say that the Five Star board is looking at $3 per share for the same total shares from ABP Acquisition, a subsidiary of a trust owned by Barry Portnoy and Adam Portnoy.
The offer from the Portnoy Trust, known as ABP Trust, was revealed in a regulatory filing earlier this month. Barry Portnoy is a managing director of Five Star Quality Care.
The ABP Trust owns a controlling interest in a company that provides management services to Five Star Quality.
In their 13D regulatory filing Monday, William Thomas, Robert Thomas and Gemini Properties state that they already own 8 million shares of Five Star Quality or about 16.3% of the outstanding common shares.
Their Tulsa, Okla.-based Senior Star is a privately held company that owns senior-living facilities in Iowa, Illinois, Missouri, New Mexico, Ohio and Oklahoma.
As of June 30, Newton, Mass.-based Five Star Quality Care operated 276 senior-living communities with 31,191 living units located in 32 states, The company in its second quarter posted an operating loss of $3.5 million on revenue of $342.9 million compared with an operating loss of $2.9 million on revenue of $342.3 million in the year-earlier quarter.