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Senior Housing Operating Portfolio | 6 Months Ended
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Jun. 30, 2025
Senior Housing Operating Portfolio Structure [Abstract] |
Senior Housing Operating Portfolio | Senior Housing Operating Portfolio As of June 30, 2025 and December 31, 2024, our SHOP segment was comprised of two consolidated ventures that collectively own the operations of 15 ILFs. These ventures are structured to comply with REIT requirements and utilize our TRS for activities that would otherwise be non-qualifying for REIT purposes. The properties owned by each of our SHOP ventures are operated by third-party property managers in exchange for a management fee. The ventures were capitalized with preferred and common equity interests, with the Company owning 100% of the preferred equity and a controlling common equity interest in each venture. The property managers, or related parties of these property managers, own a non-controlling common equity interest in their respective ventures. Merrill Managed Portfolio We have six ILFs located in California and Washington in our consolidated venture with Merrill, which owns a 20.0% common equity interest in the venture. T he operating agreement for the venture provides for contingent distributions to the members based on the attainment of certain yiel ds on investment calculated on an annual basis. The properties in the venture are managed by Merrill pursuant to a management agreement with an initial term through March 2032 that automatically renews on an annual basis thereafter unless terminated by either party with notice. The management agreement entitles Merrill to a base management fee of 5.0% of net revenue and a real estate services fee of 5.0% of real estate costs incurred during any calendar year that exceed $1,000 times the number of units at each facility. The noncontrolling interest associated with the venture was determined to be contingently redeemable and is classified in mezzanine equity on our condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, as further discussed in Note 10. Discovery Managed Portfolio We have nine ILFs located in Arkansas, Georgia, Ohio, Oklahoma, New Jersey and South Carolina in a consolidated venture with the Discovery member, which owns a 2.0% common equity interest in the venture. Th e operating agreement for the venture provides for contingent distributions to the members based on the attainment of certain yields on investment calculated on an annual basis. The noncontrolling interest associated with the venture is classified as equity on our condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024. The properties in the venture are managed by separate related parties of Discovery pursuant to management agreements, each with an initial term through March 2032 that automatically renews on an annual basis thereafter unless terminated by either party to the agreements with notice. The management agreements entitle the property managers to a base management fee of 5.0% of net revenue. Effective August 1, 2025, an ILF located in Tulsa, Oklahoma was added to this SHOP venture upon the termination of the triple-net lease with an affiliate of Discovery. Reference Note 3 for additional information. Sinceri Managed Portfolio Effective August 1, 2025, we executed management agreements with affiliates of Sinceri Senior Living (“Sinceri”) for five ALFs and one ILF concurrently with the termination of the triple-net master lease with a related party of Discovery. Reference Note 3 for further discussion. The five ALFs are structured to comply with the requirements of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) and the ILF utilizes the TRS for activities that would otherwise be non-qualifying for REIT purposes. Sinceri will receive a base management fee of 5.0% of net revenues received in exchange for its services as the property manager of this portfolio. Sinceri will also be eligible for an annual incentive management fee equal to a percentage of net revenues, which percentage depends on the amount by which the actual net operating income of the facilities exceeds certain thresholds set forth in the management agreements, as well as a capital event fee in the event that the portfolio is sold to a third party.

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