v3.26.1
Dispositions, Real Property Held for Sale and Impairment
6 Months Ended
Jun. 30, 2026
Discontinued Operations and Disposal Groups [Abstract]  
Dispositions, Real Property Held for Sale and Impairment Dispositions, Real Property Held for Sale and Impairment
We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (e.g. property type, relationship or geography). We classify a real estate property as held for sale when (i) the disposal has been approved by those within the organization with the appropriate level of authority, (ii) the property is available for sale in its present condition, (iii) an active program to locate a buyer has been initiated, (iv) it is probable that the property will be disposed within one year, (v) the property is being marketed at a reasonable price relative to its fair value and (vi) it is unlikely that the disposal plan will significantly change or be withdrawn. As part of this process, we
also consider whether these disposal transactions constitute a strategic shift that has a major effect on our operations and financial results and represent a discontinued operation.
At June 30, 2026, 22 Seniors Housing Operating properties, two Triple-net properties and seven Outpatient Medical properties, with an aggregate real estate balance of $374,477,000, were classified as held for sale. Expected gross sales proceeds related to these held for sale properties are approximately $527,365,000.
The net book value of real property owned is reviewed quarterly on a property by property basis to determine if facts and circumstances suggest that a property may be impaired. If the estimated undiscounted cash flows indicate that the carrying value of the property will not be recoverable, the carrying value of the property is reduced to the estimated fair market value and an impairment charge is recognized. Properties that meet the held for sale criteria are recorded at the lesser of fair value less costs to sell or the carrying value. During the six months ended June 30, 2026, we recorded impairment charges of $30,600,000 related to 12 Seniors Housing Operating properties, two Triple-net properties and five Outpatient Medical properties. During the six months ended June 30, 2025, we recorded $72,278,000 of impairment charges related to eight Seniors Housing Operating properties and six Triple-net properties.
Operating results attributable to properties sold or classified as held for sale which do not meet the definition of discontinued operations are not reclassified on our Consolidated Statements of Comprehensive Income. We recognized income from continuing operations before income taxes and other items from properties sold or classified as held for sale as of June 30, 2026 of $3,785,000 and $35,041,000 for the three and six months ended June 30, 2026 and $68,989,000 and $114,063,000 for the same respective periods in 2025.
Outpatient Medical Portfolio Disposition
On August 14, 2025, we entered into a definitive agreement to sell a portfolio of 319 consolidated and unconsolidated Outpatient Medical properties for approximately $7.2 billion. Net proceeds are expected to total approximately $6.0 billion following the reinvestment of a portion of the gross proceeds into a mandatorily redeemable preferred interest investment recorded as a real estate loan receivable at fair value, accompanied by a profits interest. The disposition has and will continue to occur in tranches expected to close by the end of 2026, and some properties are subject to right of first refusals held by joint venture partners or ground lessors, which could result in separate sale transactions without mandatorily redeemable preferred equity investment or accompanying profits interest. The properties met the criteria to be classified as held for sale as of September 30, 2025 and we expect to recognize a gain on the sale of the total portfolio. We assessed this transaction and concluded that the disposal of Outpatient Medical properties does not constitute a strategic shift that has a major effect on our operations and financial results.
During the six months ended June 30, 2026, we disposed of 70 properties related to the definitive agreement, with an aggregate gain on real estate dispositions of $534,328,000. Total sales price related to these properties was $1,687,300,000, which included non-cash consideration of $139,961,000 representing the initial fair value of the mandatorily redeemable preferred interest investment retained. Through June 30, 2026, we have disposed of 311 properties related to the definitive agreement.
The following is a summary of our real property disposition activity for the periods presented (in thousands):
 Six Months Ended
 June 30, 2026June 30, 2025
Real estate dispositions:(1)
Seniors Housing Operating$29,005 $471,786 
Triple-net(2)
626,797 181,988 
Outpatient Medical
1,264,681 5,541 
Total dispositions
1,920,483 659,315 
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net(3)
523,201 66,627 
Net other assets/(liabilities) disposed50,032 335 
 Non-cash consideration(4)
(139,961)(315,468)
Cash proceeds from real estate dispositions$2,353,755 $410,809 
(1) Dispositions occurring during the six months ended June 30, 2025 included the disposition of unconsolidated equity method investments related to our Chartwell joint ventures. See disclosure below for further information.
(2) The six months ended June 30, 2026 include $444,773,000 related to 28 properties classified as sales-type leases as of December 31, 2025 for which the underlying properties were sold and the sales-type leases terminated. The six months ended June 30, 2025 include $172,260,000 related to four properties classified as sales-type leases as of December 31, 2024 for which the underlying properties were sold and the sales-type leases terminated.
(3) The six months ended June 30, 2026 exclude the loss recognized in conjunction with the initial consolidation of a variable interest entity and include a $2,963,000 loss for 28 properties classified as sales-type leases as of December 31, 2025 which were sold in 2026. The six months ended June 30, 2025 include a $2,564,000 gain recognized for four properties classified as sales-type leases as of December 31, 2024 which were sold in 2025.
(4) Non-cash consideration for the six months ended June 30, 2026 relates to the retained preferred interest for our Outpatient Medical portfolio disposition. Non-cash consideration for the six months ended June 30, 2025 includes the fair value of the equity method investment attributed to the 16 sold Chartwell properties, as well as the value of our contribution of ten consolidated properties to our seniors housing investment fund (see Note 8 for further details).
Strategic Dissolution of Chartwell Joint Ventures
During the quarter ended March 31, 2025, we substantially dissolved our existing relationship with Chartwell in Canada in a transaction covering 39 previously unconsolidated Seniors Housing Operating properties. The transaction included the acquisition of Chartwell’s interest in 23 properties and the sale of our interest in 16 properties to Chartwell.
We recorded net real estate investments of $474,384,000 related to the 23 acquired and now consolidated properties, which was comprised of $77,385,000 of cash consideration and $396,999,000 of non-cash consideration. Non-cash consideration primarily includes $223,495,000 of assumed mortgage debt secured by the acquired properties, $78,538,000 of carryover investment from our prior equity method ownership interest, $85,435,000 of fair value interests in the 16 properties transferred by us to Chartwell and $9,531,000 of other net liabilities acquired. We also derecognized $41,064,000 of equity method investments related to the 16 properties retained by Chartwell and recorded a gain of $53,354,000 within gain (loss) on real estate dispositions and acquisitions of controlling interests, net within our Consolidated Statements of Comprehensive Income.
In conjunction with the transaction, operations for the 23 now wholly owned properties, along with operations for two other existing wholly-owned properties, transitioned to Cogir Senior Living (“Cogir”).