NOTE 3 – REAL ESTATE ASSET ACQUISITIONS AND DEVELOPMENT 2025 Acquisitions The following table summarizes the significant asset acquisitions that occurred in 2025: | | | | | | | | | | | | | Number of | | | | | | | | | Facilities | | | | Total Real Estate | | | | | | Specialty | | | | Assets Acquired(1) | | Period | | SNF | ALF | and Other | | Country/State | | (in millions) | | Q1 | | — | 2 | — | | TX | | $ | 10.6 | | Q1 | | — | 4 | — | | U.K. | | | 47.7 | | Q2 | | — | 45 | — | | U.K. & Jersey | | | 344.2 | (2) | Q2 | | — | 1 | — | | CA | | | 11.6 | | Q2 | | — | 2 | — | | NM | | | 32.0 | | Q2 | | — | 1 | — | | SC | | | 8.5 | | Q2 | | 8 | — | — | | TX | | | 105.8 | | Q3 | | — | 1 | — | | U.K. | | | 8.6 | | Q3 | | — | 1 | — | | U.K. | | | 10.3 | (3) | Q3 | | — | — | 1 | (4) | NJ | | | 58.6 | | Q4 | | — | 4 | — | | WI, NJ, IN | | | 36.9 | (5) | Q4 | | — | 1 | — | | U.K. | | | 15.6 | | Total | | 8 | 62 | 1 | | | | $ | 690.4 | |
| (1) | Represents the acquisition cost that was allocated to our real estate assets on a relative fair value basis. This also represents the total cost of the acquisition unless specifically noted within the table, as the assets acquired in our acquisitions typically consist of only real estate assets. From time to time we may have acquisitions in which additional assets and liabilities are assumed. |
| (2) | In April 2025, the Company acquired 45 facilities in the U.K. and the Bailiwick of Jersey (“Jersey”) for $344.2 million and leased the facilities to four existing and two new operators. |
| (3) | Relates to a non-cash acquisition of one facility previously subject to a mortgage loan with Omega in which the principal amount under the loan agreement was settled in exchange for title to the facility (see Note 7 – Real Estate Loans Receivable) and $0.2 million of transaction costs incurred related to the non-cash acquisition. |
| (5) | Relates to facilities that we will own and operate utilizing a RIDEA structure. Total consideration paid for this acquisition was $36.1 million. We allocated $0.1 million of the consideration to other assets and $0.7 million to accrued expenses. |
2024 Acquisitions The following table summarizes the significant asset acquisitions that occurred in 2024: | | | | | | | | | | | | Number of | | | | Total Real Estate | | | | Facilities | | | | Assets Acquired(1) | | Period | | SNF | ALF | | Country/State | | (in millions) | | Q1 | | 1 | — | | WV | | $ | 8.1 | | Q1 | | — | 1 | | U.K. | | | 5.2 | | Q2 | | 1 | — | | MI | | | 31.0 | | Q2 | | — | 32 | | U.K. | | | 50.8 | (2) | Q2 | | 1 | — | | LA | | | 21.0 | | Q3 | | — | 63 | | U.K. | | | 421.0 | (3) | Q3 | | — | 1 | | U.K. | | | 5.1 | | Q3 | | 1 | — | | NC | | | 8.8 | | Q3 | | — | 1 | | U.K. | | | 10.8 | | Q4 | | — | 3 | | U.K. | | | 39.7 | | Q4 | | — | 1 | | OR | | | 8.0 | | Q4 | | 2 | — | | TX | | | 19.5 | | Q4 | | — | 6 | | U.K. | | | 111.5 | | Total | | 6 | 108 | | | | $ | 740.5 | |
| (1) | Represents the acquisition cost that was allocated to our real estate assets on a relative fair value basis. This also represents the total cost of the acquisition unless specifically noted within the table, as the assets acquired in our acquisitions typically consist of only real estate assets. From time to time we may have acquisitions in which additional assets and liabilities are assumed. |
| (2) | Total consideration paid for this acquisition was $62.7 million. We allocated $11.9 million of the purchase consideration to a deferred tax asset related to net operating losses acquired in the transaction. See Note 17 – Taxes for additional information. |
| (3) | Relates to our acquisition of the remaining 51% ownership interest in the Cindat Joint Venture, as defined and discussed below under “Cindat Portfolio Acquisition.” Total costs to be allocated for this acquisition was $461.9 million, inclusive of our previously held equity interest of $97.0 million. We allocated $53.8 million of the costs to be allocated to other assets acquired in the transaction and we allocated $13.0 million of the costs to be allocated to other liabilities assumed in the transaction. |
Cindat Portfolio Acquisition As of December 31, 2023, we held a 49% interest in an unconsolidated real estate JV owning 63 facilities in the U.K. (the “Cindat Joint Venture”) accounted for using the equity method of accounting. As of December 31, 2023, our equity interest was $97.6 million. The 63 facilities are subject to leases with two operators that have contractual rent of $43.6 million per annum with minimum escalators between 1.0% to 2.0% that can escalate further based on certain inflationary measures. In July 2024, we acquired the remaining 51% interest in the Cindat Joint Venture for total consideration of $364.9 million inclusive of: (i) $98.9 million of cash consideration including direct transaction costs, (ii) the assumption of a £188.6 million mortgage loan (the “2026 Mortgage Loan”) with an estimated fair value of $264.0 million and (iii) deferred contingent consideration of $2.0 million that was paid in December 2024. The fair market value of the mortgage debt assumed was determined by discounting the remaining contractual cash flows using a current market interest rate of comparable debt instruments. Following the acquisition, we own 100% of the equity interests in the entity that owns the Cindat portfolio, and accordingly, we will consolidate its results in our consolidated financial statements going forward. The acquired interest was accounted for as an asset acquisition as substantially all of the fair value of the gross assets acquired is concentrated in a group of similar identifiable assets. Under our existing accounting policy election, we follow the asset acquisition cost accumulation and allocation model. Accordingly, we did not remeasure our previously held $97.0 million equity interest, as of the acquisition date, at fair value. The following table summarizes the assets and liabilities recorded as part of the acquisition as of the date of the acquisition: | | | | | | (in thousands) | Costs to be allocated: | | | | 49% equity method investment in Cindat Joint Venture | | $ | 96,971 | Consideration for additional 51% interest in Cindat Joint Venture | | | 100,921 | Fair market value of debt assumed | | | 263,990 | Total acquisition cost to be allocated | | $ | 461,882 | | | | | Net assets acquired: | | | | Real estate assets | | $ | 421,044 | Non-real estate loans receivable | | | 1,632 | Cash and cash equivalents | | | 6,866 | Restricted cash | | | 14,050 | Contractual receivables | | | 8 | Other assets | | | 31,278 | Total assets | | | 474,878 | Accrued expenses and other liabilities | | | (12,996) | Net assets acquired | | $ | 461,882 |
2023 Acquisitions The following table summarizes the significant asset acquisitions that occurred in 2023: | | | | | | | | | | | | Number of | | | | Total Real Estate | | | | Facilities | | | | Assets Acquired(1) | | Period | | SNF | ALF | | Country/State | | (in millions) | | Q1 | | — | 6 | | U.K. | | $ | 26.4 | (2) | Q2 | | 4 | — | | WV | | | 114.8 | (3) | Q2 | | 1 | — | | WV | | | 13.7 | | Q3 | | 1 | — | | VA | | | 15.6 | | Q3 | | — | 14 | | U.K. | | | 39.5 | | Q4 | | 1 | — | | MD | | | 22.5 | | Q4 | | — | 1 | | U.K. | | | 3.8 | | Q4 | | 2 | — | | LA | | | 24.9 | | Total | | 9 | 21 | | | | $ | 261.2 | |
| (1) | Represents the acquisition cost that was allocated to our real estate assets on a relative fair value basis. This also represents the total cost of the acquisition unless specifically noted within the table, as the assets acquired in our acquisitions typically consist of only real estate assets. From time to time we may have acquisitions in which additional assets and liabilities are assumed. |
| (2) | In connection with this acquisition, the Company recorded $9.9 million of right-of-use assets and lease liabilities associated with ground leases assumed in the acquisition. |
| (3) | In connection with this acquisition, the Company also provided $104.6 million of mezzanine financing discussed further in Note 7 – Real Estate Loans Receivable and Note 8 – Non-Real Estate Receivable. |
Construction in progress and Capital Expenditure Investments We invested $114.5 million, $106.7 million and $82.5 million, respectively under our construction in progress and capital improvement programs during the years ended December 31, 2025, 2024 and 2023. As of December 31, 2025, four projects were included construction in progress, consisting of developments of SNFs in Virginia, Florida, Maryland and Kansas. In February 2025, we placed the $201.8 million Inspir Embassy Row construction in progress project into service and began recognizing rental income from the facility. For accounting purposes, the new lease commenced in February 2025 upon the substantial completion of construction of the ALF. The lease provides for an annual cash yield of 6% in the first year following the completion of construction, increasing to 7% in year two and 8% in year three with 2.5% annual escalators thereafter. Rent can be deferred by the operator for months in which certain operating metrics are not met. Deferred rent bears interest at 5% per annum and is required to be repaid in any month in which certain operating metrics are met. We recognized full contractual rental income of $11.9 million related to the lease for the new facility for the year ended December 31, 2025.
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