June 2025 issue - The SeniorCare Investor

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JUNE 2025

Seniors housing’s census gains since the pandemic have started tapering off, according to NIC MAP, putting more pressure on this summer’s selling season if the industry is to surpass pre-pandemic occupancy by the end of the year. The progress has been slower than most expected in 2020 and 2021.

See article at right

How Far Can We Go?

With the lack of new development and the oncoming baby boomers starting to hit 80 years old next year, could the industry actually hit 100% occupancy by 2030? We think there are a few factors that could easily prevent that.

See article at right

Skilled Nursing Acquisitions.............Page 6

Seniors Housing Acquisitions..........Page 10

Agency Loans...................................Page 18

Conventional Loans.........................Page 18

Acquisition Loans............................Page 21

Bond Financings..............................Page 21

People on the Move.........................Page 27

Is Census Slowing Instead of Soaring?

Will This Summer See Historic Occupancy Gains, or Disappoint?

The post-pandemic occupancy growth for the seniors housing and care industry has disappointed many of us in its plodding speed and seasonal setbacks. We never got a sense that many believed our Fall 2020 analysis of historic census trends that put the eventual occupancy recovery for the industry at the end of 2025, as a best-case scenario. It seemed shocking at the time, but proved to be more accurate than many of the pie-in-the-sky predictions that the industry would recover in the next couple of years due to “pent-up demand.”

As an example, one C-Suite REIT virtual panel that we moderated for Argentum in the Fall of 2020 asked attendees if they thought occupancy would return to pre-COVID levels by December 31, 2021. The audience of 200 was split 50-50, and we wonder how many were thinking it would be 2025. Additional outbreaks of new COVID-19 strains did not help the recovery, but that attendee poll reveals the kind of optimism (delusion?)

continued on page 24

How Far Can We Go?

Can Occupancy Really Get to 100%?

The seniors housing sector should be booming right now. The 80-plus population is set to see its most significant period of growth ever, as well as the 85-plus and the 100-plus age cohorts. New development should be at a record pace, acquisition prices should be at a peak, investors should be piling in the cash, and lenders should be lining up to finance what should be a sure thing, given the best demographic prospects ever.

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As one senior REIT executive told us, they believe that with current trends, by 2030 overall industry occupancy will reach 100% with wait lists galore. NIC has encouraged that sentiment, if not practically seconding it, with their data (see our other lead story above). Yet, many lenders are still sidelined, developers remain concerned about making a commitment that won’t begin to pan out until 2030, at the earliest, if they start planning now, and investors worry about cap rates compared to borrowing costs,

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not to mention the aging of the existing inventory. These are all reasonable concerns. But, the demographics are so compelling, especially relative to any of the previous boom times we have been through in seniors housing (and there have been a few), that we can’t help but think that something else is in play besides high interest rates and a COVID hangover that is keeping us from a golden era.

You may remember (how could you forget?) that nearly five years ago, just six months into the pandemic, using data and history we made the bold forecast that it would take four to five years for the industry to get back to preCOVID occupancy rates, and probably longer to return to 2017-18 levels. Unfortunately, our analysis turned out to be spot on. So now, with COVID in the rearview mirror, at least until the next major calamity, we decided to take a look at where we are today to see what it will take to get

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to 100% occupancy by 2030, what that means for the consumer, and what that could possibly unleash.

As we did in late 2020, we will use the seniors housing operating portfolios (SHOP) of both Ventas (NYSE: VTR) and Welltower (NYSE: WELL), and Brookdale Senior Living (NYSE: BKD). These are not only the three largest owners of seniors housing properties, but also the only ones with public data covering a large number of communities. Combined, they own or operate nearly 2,000 seniors housing communities today, so we believe it is the best proxy for what is happening in the sector, and what may happen.

Over the past three years, we tracked their “same community” results (referred to as “same store” in their disclosures) to understand what has happened since emerging from the pandemic. And while the bottom of the market was really in the spring of 2021, we determined that the level of chaos in that year was so dramatic that we would start with 2022. The main problem is that the number of communities in the “same community” disclosures changed from year to year, which obviously would impact the results, but not the overall trend.

Before we get into some of the census trends, we were a bit surprised to see that the current same community net operating margin at Brookdale was the highest of the three at 29.0%. This was closely followed by Welltower at 28.5% and Ventas at 27.5%. It is remarkable, however, that all three companies are within 150 basis points of each other with this metric.

In fact, the Board at Brookdale is using this in its proxy battle with Ortelius Advisors, which wants a new Board and new leadership, not to mention a much higher share price. The claim is that the changes Brookdale has already made are showing results. But margin is just one metric, and as our old friend Bill Sheriff always reminded us, it is cash flow and not margin that matters the most.

Since the end of 2021, Welltower posted the largest increase in occupancy (all numbers are for same community for each year), but it also started at a fairly low point, which absolutely drove CEO Shankh Mitra crazy.

First quarter 2022 occupancy averaged 77.0% and grew by 1,100 basis points to 88.0% in the first quarter of 2025. Because it started from a stronger position, census at Ventas grew by just 620 basis points in the same time period, ending at 87.0%. Brookdale, the laggard except in margin, started at the lowest point of 73.4%, and increased census by 660 basis points to reach 80.0% in this year’s first quarter.

We would expect most of the largest increases in census to occur in the earliest years of the past three years, call it the low hanging fruit. While this was the case with Brookdale, which had its best year-over-year increases in the fourth quarter of 2022 (plus 380 basis points) and first quarter 2023 (plus 310 basis points), the two REITs have performed much better in the past six quarters. Year-over-year increases in occupancy at Welltower have ranged from 370 basis points (Q2 2024) to 420 basis points (Q4 2023) with an average just over 390 basis points.

More importantly, we seem to have overcome the historical first quarter blues, known as the flu season, which always sent occupancy down, but not in 2025. Brookdale’s first quarter census remained flat sequentially at 80.0%. Ventas decreased slightly by 30 basis points to 87.0%, and Welltower was the winner with an unprecedented 60 basis-point increase in the first quarter of 2025, ending at 88.0%. We do not believe this will be a permanent change for first quarter results, as new residents will continue to be older and frailer, thus more susceptible to the flu and other dangerous respiratory ailments (more on that later).

Welltower had the largest occupancy increases over the past few years, increasing by 390 basis points in 2024, 420 basis points in 2023, but a meager 160 basis points in 2023. We suppose Shankh started to put the hammer down in late 2022. Brookdale had the best 2022 with an increase of 380 basis points, but that slowed to 120 basis points in 2023 and 150 basis points in 2024, respectively. Ventas had its best year in 2024 with a 240-basis point increase.

One conclusion that can be drawn from this is, with the current diminished development activity, the higher

quality communities will attract more residents, while the lower quality ones may be the choice of last resort or simply bypassed. Just look at the difference between occupancy rates at Welltower (88.0%) and Ventas (87.0%) compared with Brookdale (80.0%). This will be important in trying to determine if we, as an industry, will reach 100% occupancy in five years.

The other factor is how high unit rent prices will go because they will be in a position to charge more, with less supply, and what that will do to demand and affordability. As we have stated before, each 1% increase in rental rate could result in a 0.1% decrease in demand and affordability. That will certainly impact “project 100%.”

To reach that level, these three companies will have to post annual census gains of 250 basis points (Welltower and Ventas) and 400 basis points (Brookdale) between now and 2030. The former two companies could do it, but not the latter. Brookdale’s best four-quarter gain in census was 380 basis points, and that was in the time of low hanging fruit. And, of course, all of this assumes that we do not have any setbacks in the next five years, which is a risky assumption.

But we would say that occupancy of over 90% for the industry by 2030 is certainly doable because of the supply/demand imbalance, but it will really be bifurcated between the “A” properties and the “B” properties, and with so little development, the number of B properties will be increasing as they age.

Increases in occupancy don’t always correspond to similar increases in operating margin. Brookdale’s operating margin increased by 930 basis points in the past three years to 29.0% while occupancy increased by only 660 bps. Meanwhile, Ventas had the lowest margin expansion, just 430 basis points to 27.5%, but also the lowest census increase of 620 basis points since the end of 2021. Welltower excelled in both categories, with net operating margin increasing by 850 basis points to 28.5%, with a huge 1,100 basis point increase in occupancy.

As their SHOP operators approach 90% occupancy, on

average, the margin expansion should grow significantly since approximately 70 cents of each dollar of new revenue derived from new incremental residents should go to the bottom line. However, it may not always happen this way because too many variables are impacting margin growth these days. First among them is labor cost, and it does not look like there will be any relief from immigrants any time soon, and then food costs. Items that are below the operating margin line include capex and interest expense, and we believe those will remain high.

In addition, margins may not remain high overall because with little new development, residents who will be moving in will be older and frailer, and the length of stay will decline despite the industry’s best efforts to work on the health care side. And the higher rates required to take care of people with more health needs may lock some potential residents out. In comes Centered Care, which just purchased Troupe Health, a clinical delivery company specializing in AI-enabled care coordination for senior living communities.

Centered Care is owned by the Senior Living Transformation Company (SLTC), which was founded by Arnie Whitman of Formation Capital fame. SLTC has spent the past two years perfecting its model and tools to bring care coordination from the incubator they have used, an assisted living community outside Nashville they purchased a few years ago, to the general senior living market. Troupe Health builds modern infrastructure and a clinical model for care coordination, and its technology and workflows support streamlined communication, referrals and patient engagement.

All of that and they have built out systems to help providers to get reimbursements from Medicare for services they are already providing, but not getting paid for. The good news is that they want to do this for anyone. As the incubator, they completely turned around the Tennessee assisted living community that had been operated by Sunrise Senior Living . Occupancy increased, a loss turned into a profit, lengths of stay increased, resident satisfaction increased, as did employee satisfaction, a big deal for our industry where turnover is so high. We

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will have more to say about Centered Care and Troupe Health in the future.

Technology has been talked about a lot over the past 10 years in terms of transforming senior living. So far, it has mostly been talk and we have not seen a lot of results. But with this partnership, we are not talking about robots, gadgets and disposables that look and sound good but may not be accepted. This is using software technology that could have many applications, from sales and marketing, to resident and caregiver engagement, to better health outcomes. And, let’s not forget, increased cash flow to the provider and investor.

Speaking of the investor, Welltower’s CEO seems to think that investment demand for seniors housing is at an all-time high. This would explain why Welltower’s share price keeps going up, driving the dividend yield down to a ridiculously low 1.7%. Investors in REITs are typically looking for an attractive yield with a dividend that increases a bit each year, matching annual increases in lease rates in years past, and now hopefully increasing SHOP returns. If public equity investors are so enamored with Welltower and its current increases in cash flow from its SHOP portfolio, are there no other avenues for investment to take advantage of this once-in-ageneration demographic shift?

We have thought that with this strong investor demand, and the desire for liquidity, now would be the time for the IPO market for senior living to start to open. Twentyfive years ago, when the demographic story paled in comparison, IPOs flourished in an unending stream of new offerings with little meat on the bone for almost all of the companies. But the “new” assisted living product was all the rage, and it was private pay with little government interference.

The problem was that companies grew too quickly, they forgot that they had to produce cash flow, and many ignored the fact that it was an operating business. And… it takes a long time for new development to be profitable, and most were developing.

Unfortunately, we do not see a second coming of senior

living IPOs, even though there is a tremendous provider need for long-term capital. The public market needs scale, and as we have learned, most recently with Brookdale, while size matters it is very difficult to manage size in this sector. Only one seniors housing company (Brookdale) and one nursing home company (Beverly Enterprises) achieved the size necessary to really capitalize on that scale. Both failed at the task. And that failure came down to two reasons: capital structure and poorly executed operations. Management was a third…

But REITs are an entirely different ball game. It used to be the Big Three, but now it is the Big Two, and Welltower has outdistanced Ventas in terms of market cap, growth and sheer deal volume, so they have become by far the largest healthcare REIT, but everyone loves Justin. And although Shankh does not like to talk about it (we always do), it is their cost of capital that is a differentiator. Size should not be a problem for REITs because they are not directly involved in operations (for now), unless they get stupid with their acquisitions. While this recklessness certainly did happen in the past, the occurrence has been limited of late. But Welltower is so big now that they can bury any financial problem with an investment, even a big one, with little impact on their bottom line. It’s a nice position to be in.

From an IPO perspective, it really should be new REITs perhaps taking out private investors in a provider or two with 50 to 100 properties each. Yes, Welltower or Ventas could probably pay more, but it might not be a good fit for the long term. The market definitely needs more competition, especially for the large deals as they make their way back into the acquisition market. Not only will the market continue to bifurcate between the A properties and all the others, but so may the capital side of it.

The one thing that worries us, with the huge demographic upside, is the reemergence of stupid capital. This is capital that is so enamored with these gale force tailwinds that they will be blind to the headwinds lurking, today and tomorrow. We have heard too many times how demographics will bail investors out, especially now that there is so little new development when we need it the most. But demographics will not bail out bad operators,

bad real estate and bad decisions. It rarely does.

So, to answer the question in the title of this story, no, we don’t believe the industry will be at 100% occupancy by 2030. However, we will see a record number of communities at 100% with wait lists, but they will be the higher quality, newer and more expensive ones.

SKILLED NURSING ACQUISITIONS

The Senate is currently navigating its way through the “One Big Beautiful Bill Act.” If passed, it could have ramifications for the skilled nursing and assisted living sectors that could impact profitability. Patient populations could fall, states could reduce their contribution to Medicaid and waiver rates, and the provisions affecting immigration and the current population of non-citizens could make finding labor generally harder and more expensive. With the legislation moving through the Senate, revisions are expected, so for now the industry will have to navigate the uncertainty and wait to see what unfolds.

In the face of the recent uncertainty, a skilled nursing sale in North Carolina set a new pricing record in the state, with Evans Senior Investments handling the deal. ESI was engaged by an independent owner/operator to divest Smithfield Manor, a 160-bed skilled nursing facility in Smithfield, North Carolina (about 25 miles southeast of Raleigh).

At the time of marketing, the 1975-vintage property was performing well, with occupancy above 80%. However, it offered a number of expense and revenue optimization opportunities for a strong regional operator to significantly improve performance. Through a competitive threeweek marketing process, ESI attracted strong interest, ultimately securing a buyer aligned with the seller’s strategic goals. The price was around $175,000 per bed, which is a North Carolina record according to LevinPro LTC’s historical M&A data.

A couple REITs made skilled nursing acquisitions this month. Strawberry Fields REIT (NYSEAMERICAN: STRW)

entered into a purchase and sale agreement with an unaffiliated seller to acquire nine skilled nursing facilities. The facilities comprise 686 beds and will be purchased for $59 million (including certain consulting fees), or $86,000 per bed, payable at closing. The company intends to utilize its current working capital and funds provided by a third-party lender to make payment for the purchase. Closing is anticipated to occur on or before July 1.

Eight of the facilities will be leased to the Tide Group and added to the master lease Strawberry Fields entered into in August 2024. The master lease will remain materially unchanged other than resetting the lease expiration for a new 10-year period. It includes two five-year tenant options. Additionally, the lease will increase the REIT’s annual rents by $5.5 million and is subject to 3% annual increases.

The ninth facility will be leased to an affiliate of Reliant Care Group LLC and will be added to the master lease Strawberry Fields assumed in December 2024. The master lease will remain materially unchanged other than resetting the lease expiration for a 15-year period. It includes two 10-year tenant options. Additionally, the lease will increase the company’s annual rents by $600,000 and is subject to 3% annual increases.

Strawberry Fields also acquired a skilled nursing facility with 100 beds near Oklahoma City, Oklahoma, utilizing cash from its balance sheet. The facility is leased to an existing third-party operator that entered into a master lease for this facility, as well as for another facility that Strawberry Fields acquired in December 2024 (a skilled nursing facility featuring 100 beds in Oklahoma). The lease includes annual base rents of $500,000 with 3% annual rent increases and an initial term of 10 years with two five-year extension options.

The deal was revealed in the REIT’s first quarter earnings report, along with the closing of its purchase of six senior care facilities in Kansas. The purchase price for the facilities was $24 million, or $68,000 per bed/unit, payable at the closing. The facilities are leased under a new 10-year master lease agreement to a group of third-

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party tenants. Under the master lease, the tenants are on a triple net basis and have two five-year extension options. The tenants operate the facilities as five skilled nursing facilities and one assisted living community, all combining for 354 licensed beds.

In a separate transaction, The Ensign Group (NASDAQ: ENSG) acquired the real estate and operations of Marianwood Health and Rehabilitation, a 117-bed skilled nursing facility in Issaquah, Washington. The real estate was acquired by a subsidiary of Standard Bearer Healthcare REIT, Inc., Ensign’s captive real estate company, and will be operated by an Ensign-affiliated tenant. The acquisition was effective May 1, 2025, and was part of the larger acquisition of seven other facilities from Providence Home and Community Care, which was announced in December.

The seven other assets included in the portfolio (which have already sold) are in Alaska, Washington, Oregon and California. The Anchorage, Alaska, facilities include Providence Extended Care (96 beds), Providence

Transitional Care Center (50) and Providence Horizon House (65). The California facility is St. Elizabeth Care Center (52) in North Hollywood. The Mt. Angel, Oregon facilities are Benedictine Nursing Center (98) and Benedictine Orchard House Assisted Living (54). The Washington facilities include Mother Joseph Care Center (152) in Olympia, and both St. Joseph Care Center (113) and Emilie Court in Spokane (60).

Senior Living Investment Brokerage handled the sale of two large skilled nursing facilities in the Atlanta, Georgia MSA. Totaling 439 licensed beds, the facilities are set in prime suburban markets on valuable real estate. Additionally, there was limited competition in their markets.

As a result, the 1970s-vintage facilities were operating at a strong profit margin and sold for well above $100,000 per operational bed. There is some room for improvement operationally, as well. A Northeast-based owner sold to another Northeast owner/operator with a large portfolio mostly in the Southeast. Daniel Geraghty and Bradley

Clousing handled this transaction.

Geraghty and Clousing next sold a 180-bed skilled nursing facility in Jacksonville, Florida. Built in the late 1970s, Harts Harbor Health Care Center has 97 total units. A family-owned trust had leased the building to an experienced operating company.

However, pricing was lower than the typical Florida SNF transactions (averaging $132,600 per bed according to the 30th Edition of The Senior Care Acquisition Report) due to the operating company being in bankruptcy, which provided the buyer with little to no representations and warranties post-closing. Additionally, the building required a significant amount of capex to compete within the market. A large healthcare investor and asset manager bought the facility for an undisclosed price.

SLIB was additionally engaged by a North Carolina-based skilled nursing owner to confidentially market and sell 75 adult care home beds in Wake County, North Carolina. The beds were affiliated with multiple skilled nursing facilities located across the county and were slated for sale because the owner was eliminating assisted living services within the facilities.

After a 30-day marketing period, SLIB procured multiple offers from seniors housing groups before Kisco Senior Living ultimately bought the beds to expand its count at multiple properties in the county. Patrick Burke, Toby Siefert and Jason Punzel handled the transaction.

Blueprint’s Kyle Hallion and Ben Firestone were engaged to sell a 54-bed skilled nursing facility located 45 minutes northwest of the Lexington, Kentucky MSA. The facility offered a track record of strong occupancy with clear revenue upside via CMI improvement and expense controls through operational efficiencies. Kentucky also completed Medicaid rebasing in July 2024 that made the state more attractive to incoming owners. Emerging from seven written LOIs, a New York-based owner/ operator with a significant in-state presence closed on the acquisition at a price point that exceeded the seller’s internal expectations.

Then, Firestone, Michael Segal and Daniel Waldhorn were engaged by a regional skilled nursing owner/ operator with a presence in Illinois and Missouri in the sale of two geographic outlier skilled nursing facilities in western Illinois. Located in Monmouth and Mascoutah, the facilities total 135 skilled nursing beds.

There was a very small buyer pool in these underserved Illinois submarkets, but the seller accepted an acquisition proposal from an East Coast-based regional owner/ operator experiencing recent rapid growth in Illinois. Despite deciding not to pursue the acquisition upon initial approach, the buyer responded to repeated follow-ups demonstrating various paths to value creation.

Nearby in Wisconsin, ESI facilitated the sale of two skilled nursing facilities in Milwaukee. The seller was a local group of individual owners with long-standing ties to the facilities. Seeking an exit from the skilled nursing sector, they engaged ESI to identify a qualified operator capable of assuming the HUD-insured mortgages and navigating the approval process in Wisconsin.

The facilities, which feature 172 beds and were operating at breakeven at the time of sale, garnered interest from both regional and national buyers. The ultimate buyer, an established institutional group with a growing footprint in the Midwest, assumed the HUD debt at favorable longterm financing terms.

ESI was next engaged by a regional owner in a partnership with the University of Michigan Health-West Hospital to facilitate the sale of a skilled nursing facility in Wyoming, Michigan. Opened nearly 10 years ago, Healthbridge Post Acute comprises 65 beds and was experiencing operational challenges, including an annual net operating income loss exceeding $1 million. A regional owner/operator whose capabilities align with the seller’s long-term objectives was selected as the buyer, for an undisclosed price.

Andrew Montgomery of Montgomery Intermediary Group closed two sales this month, including one that involved two skilled nursing facilities totaling around 200 beds near St. Louis, Missouri. Both were older buildings that

had received renovations in the 1990s, and a more recent upgrade in 2010 at one location. Revenues topped $8.0 million combined, with a Medicaid census between 85% and 90%. There was a small private pay census and some hospice payors, as well. But occupancy needed improvement. The buyer was not disclosed.

Montgomery next sold a skilled nursing/residential care facility in a smaller market in Missouri. Licensed for over 100 beds, the facility was built in the 1970s and featured a majority of SNF beds. Census was on the lower end, with the SNF reporting at least 60% Medicaid residents, a healthy private pay population and some Medicare patients. The facility sold to a landlord group that leases its facilities to tenants in Missouri. Additionally, MIG noted its involvement in the recent sale of three buildings across the Midwest and Southeast.

JLL Capital Markets completed the sale of WelbeHealth Fresno Center, an 18,869-square-foot, Class-A PACE medical facility in Fresno, California. The seller was Turner Impact Capital’s Turner Healthcare Facilities

Fund, a growing social impact investment fund, which was represented by JLL in the deal. JLL also procured the buyer, Corum Asset Management, a French investment firm that manages over $9 billion in real estate and alternative investments. This was the first transaction between JLL and Corum.

WelbeHealth – Fresno Center was originally built in 1975 and renovated in 2020. The fully leased facility is part of the PACE (Program of All-Inclusive Care for the Elderly) healthcare program, providing comprehensive medical and social services to elderly individuals who are eligible for nursing home-level care but wish to continue living in their own homes. Services include medical care, coordination, prescriptions, in-home care, dental, vision, hearing, transportation, physical and occupational therapy as well as social activities and meals.

The deal is one of two U.S. healthcare assets secured by Corum in the second quarter this year, which continues to grow its U.S.-dedicated investment fund since launching in November 2024. The fund targets high yielding core

investments across all commercial real estate sectors and now manages $50 million across three deals in the U.S. Matt Dicesare of the JLL Medical Properties Group represented the seller in partnership with Jeff Cicurel of JLL’s Corporate Finance and Net Lease team.

SENIORS HOUSING ACQUISITIONS

Due to elevated construction costs, more investors are targeting relatively new seniors housing assets rather than pursuing ground-up developments. With fewer projects coming online and demand remaining strong, pricing for these high-quality assets appears to be on the rise, and cap rates on the decline, particularly in competitive markets.

This month saw two transactions that we believe closed with high price-per-unit values. One involved a couple of seniors housing communities in the Portland, Oregon MSA selling to a joint venture between a blue-chip national private equity investor and a respected West Coast-based owner/operator. Opened in 2016 and 2019, the two communities total 284 independent living, assisted living and memory care communities in highly affluent, high-barrier-to-entry submarkets. A joint venture between a multigenerational, regionally focused developer and local investors decided to sell the assets.

These appear to be a couple of the high-end “Ackerly” assets, a 147-unit community in Portland and a 137-unit property in Sherwood. Earlier this month, Merrill Gardens announced that it was taking over the operations of three communities, including these two, in a joint venture with PGIM.

The communities had strong in-place cash flow but offered the opportunity for continued rate growth and financing optionality from assumable agency debt. That contributed to a highly competitive bidding process after Blueprint targeted well-capitalized investors and owner/ operators, with more than 10 offers from REITs, private equity firms, alternate investors and owner/operators.

We believe there were several bids in the low-ninefigure range, which would put the per-unit price above

$400,000 per unit. We also suspect that given the quality of the assets and of their performance (with upside), the cap rate may be in the low-6s on in-place financials.

Alex Florea, Kevin Lukehart and Dan Mahoney of Blueprint handled this transaction, which closed with the assumption of one agency loan, one bank refinancing and the Oregon licensure process. The bank refinancing was provided by BMO’s Healthcare Real Estate Finance group. BMO acted as sole lender on the acquisition term loan of $41 million.

In a separate transaction with a healthy price per unit, Ziegler served as exclusive financial advisor in the successful sale of St. Paul’s Plaza, a 155-unit seniors housing community located in Chula Vista, California. The seller was St. Paul’s Senior Services, a not-forprofit organization that was looking to expand in PACE (Program of All-Inclusive Care for the Elderly) as well as provide more affordable seniors housing and healthcare solutions.

Built in 2015 on 4.5 acres in the affluent suburb of San Diego, the Class-A community features 155 units of independent living, assisted living and memory care. There are 71 studio, 81 one-bedroom, and two twobedroom options. Plus, there is room for expansion. It was decently occupied and generated positive cash flow, but the operating margin (between 10% and 15%) could be improved under new ownership.

IRA Capital, a Southern California-based private equity company, emerged from several bidders as the ultimate buyer, bringing on Integral Senior Living to assume management. Based on the quality of the real estate, its location and the performance, we suspect the price fell between $220,000 per unit and $250,000 per unit. IRA will also be investing significant capital into the community through common area renovations, increased activities and programming, and improving the dining experience.

The Ziegler team, led by Humair Sabir, included Sarkis Garabedian and Darren Bell. They facilitated negotiations, conducted due diligence, and ensured a smooth closing

that met the needs of both the not-for-profit seller and for-profit buyer.

Senior Living Investment Brokerage hit a rich vein of activity at the start of May, reporting a few closings for seniors housing assets. First, Jason Punzel, Brad Goodsell, Vince Viverito and Jake Anderson facilitated the sale of a seniors housing community in Grants Pass, Oregon. Built in the 1960s, Oak Lane Retirement features 20 independent living, 44 assisted living and 16 memory care units.

The community was leased to the buyer, a regional owner/operator continuing to expand its presence in the state, about two years ago with an option to purchase, which was executed on April 30. The lease gave the buyer time to improve operations prior to closing and secure better financing. The seller owns multiple communities and was divesting because this one no longer fit its longterm strategic plans.

Next, Toby Siefert, Nick Cacciabando and Vince Viverito represented a Pennsylvania-based not-for-profit, Phoebe Ministries, in the sale of its smallest campus. Located in Wyncote, an affluent suburb of Philadelphia, the CCRC consists of 44 units and 54 operational beds (58 licensed) of skilled nursing, 21 units and 45 licensed beds of personal care, and 24 units of independent living. It was built in stages between 1950 and 1968 as well as in 1992.

Operations could be improved, as the small building with several acuity types was 81% occupied but was running at a significant loss. The buyer was a private East Coast investor with experience in both skilled nursing and personal care that committed to keeping the community open for the staff and residents. The price was not disclosed.

Brad Clousing and Daniel Geraghty then announced two deals in the Sunshine State. One featured Port Charlotte Towers, an updated 174-unit independent/ assisted living community adjacent to a new proposed Town Center development in Port Charlotte. It was built in the mid-1980s and received significant capital

improvements over the past two years. A partnership between a private REIT and a national operator sold the community to another partnership between a Floridabased regional operator and a private investment group that intends to stabilize occupancy and increase rates.

Ventas (NYSE: VTR) acquired an assisted living/memory care community in Jacksonville, Florida, in partnership with SRI Management as the operating company. The deal is an expansion of the relationship between the REIT and the Tallahassee-based operator. Clousing, Geraghty and Jeff Binder of SLIB handled the transaction on behalf of the seller, a local group of investors and developers. This was their only seniors housing asset.

Built in 2017 on 14 acres in Atlantic Beach, Anthem Lakes Waterview Senior Living features 91 assisted living/independent living and 28 memory care units with lakefront views and direct access to a nearby nature preserve.

The acquisition brings SRI’s portfolio to 57 communities across 13 states. In March, it acquired five communities in Colorado, Kansas, Oklahoma and South Carolina in a partnership with Imprint Property Group. In the same month, SRI added a Stuart, Florida, independent living community that is owned by Waypoint Residential as well as two communities in Clermont and Niceville, Florida, that were acquired by Phorcys Capital Partners

SLIB continued its May hot streak with three additional closings. First, the firm represented a local hospital that was looking to divest its 55-unit assisted living/memory care community in McAlester, Oklahoma, in the rural eastern part of the state. The community was built in 2017 but lagged behind operationally for years. A healthy occupancy of 91% only generated a sub-10% margin on $3.1 million of revenues. It could stand to benefit from a more experienced and seniors housing-focused manager to push rates, control expenses and support its staff.

An Arkansas-based partnership that has an operating presence in Arkansas and eastern Oklahoma emerged as the buyer, paying $4.4 million, or $80,000 per unit. Binder, Geraghty and Cacciabando handled the

transaction.

Binder and Punzel facilitated the sale of a stand-alone memory care community in Redlands, California. Built in 2013, Blossom Grove features 46 units with 66 beds and was 81% occupied. An investment management firm with a focus on alternative assets including seniors housing chose to sell the asset to a REIT that will be leasing the community to a regional operator. The operator has several other communities in the area, which will create strong synergies.

Binder and Dave Balow also handled the divestment of a seniors housing community. The seller was a regional owner/developer of senior care properties that was exiting to focus on other real estate holdings. Built in 2011, Garden Plaza features 102 assisted living/ memory care units and 12 independent living patio homes in Florissant, Missouri. It will be rebranded as Fields of Florissant.

Willow Ridge Senior Living was the buyer, adding the community to its growing portfolio. Willow Ridge made the acquisition in partnership with a growing private equity group. The purchase price was not disclosed. In recent months, Willow Ridge has also added Village at Maiden Park in Rochester, New York, Knoxville Landing in Tennessee and Village at Riverglen in Littleton, New Hampshire.

Blueprint also reported healthy deal activity in May. First, Conner Doherty, Ryan Kelly and Kyle Hallion executed the sale of a high-performing senior care portfolio in Ohio dubbed the Flyers Portfolio. The seller was a regional owner/operator realigning its portfolio.

The three campuses total 357 independent living, assisted living, memory care and skilled nursing beds/ units. They offered immediate cash flow, recent Medicaid rate tailwinds and an opportunity for buyers seeking scale, stability and upside in a competitive Midwest market. The offering was strengthened by the availability of attractive, assumable HUD financing on two of the three assets.

Blueprint highlighted the portfolio’s strong operational performance, upside potential through labor cost optimization and the efficiency of market clustering. The ultimate buyer was an experienced operator with an existing regional footprint. The transaction closed in multiple phases. The first asset was sold in December 2024, and the final asset closed in May 2025 following the successful completion of the HUD TPA process.

Doherty and Kelly next handled the divestment of an assisted living and memory care portfolio dubbed Project Viking. The portfolio includes multiple well-located communities of newer vintage in Minnesota.

The opportunity presented the ability to acquire substantial scale in a state known for its highly regulated and competitive seniors housing environment, plus a recent increase to its Elderly Waiver Medicaid rate reimbursements. It drew significant interest from a range of national and regional buyers, and after a competitive process, the portfolio was acquired by a buyer focused on growth in the upper Midwest.

Doherty and Kelly handled an additional transaction, representing not-for-profit seller The Heritage Retirement Community. Built in 2000, The Belvedere of Westlake comprises 24 assisted living and nine memory care units in Westlake, Ohio. At the time of marketing, the community demonstrated strong occupancy and consistent cash flow. The quality of the land and physical plant also offered investors a base for operational and long-term value creation.

Saint Therese, a not-for-profit owner/operator with an existing presence and a commitment to high-quality resident outcomes, was ultimately selected to acquire the asset. It will rebrand the community as Saint Therese of Westlake. This marks the organization’s second acquisition in Northeast Ohio in the past six months, and its third overall in two years.

Then, Blueprint’s Brooks Blackmon, Lauren Nagle and Ben Firestone were engaged in the sale of a seniors housing community in Huntsville, Alabama, that was ultimately purchased by a joint venture between

Birmingham-based operator Atlas Senior Living and an institutional private equity group.

Atlas is increasing its scale in northern Alabama, having added this property, Thrive at Jones Farm, to its other operations, including The Goldton at Athens, Monark Grove Madison, and Madison at The Range, with Goldton being its luxury brand. The Huntsville location will be renamed The Goldton at Jones Farms. The operator is actively working on other acquisitions.

Built in 2017 by a joint venture between Harrison Street, local investors and Thrive Senior Living, Thrive at Jones Farm has 93 units of assisted living and memory care. As part of the transition to Atlas, the community will be implementing new technology through partnerships with Alexa and Speak2. Speak2 empowers seniors to use simple voice commands to make calls, request services, and access community information, like activities of the day or the daily menu.

Jacob Gehl and Dillon Rudy of Blueprint facilitated the

sale of two seniors housing communities in densely populated, urban submarkets on Chicago’s North and South Side. The seller was a nationally recognized institutional private equity firm, and the properties were managed by Senior Lifestyle.

Built in 2006 and 2007, the communities total 252 independent living (majority), assisted living and affordable seniors units. Both communities were profitable but not stabilized at the time of sale, with one asset 90% occupied and the other 70%. Originally developed to accommodate both market-rate and lowincome residents, the assets presented a value-add opportunity through targeted repositioning to either resident type.

There was strong interest from local and national groups, including multifamily, private pay and affordable buyers focused on mission-driven investments. The ultimate buyer was a Chicago-based owner/operator specializing in affordable seniors housing.

In some big M&A news, Invesque (OTCMKTS: MHIVF) called a special shareholder meeting for June 18, 2025, where shareholders will vote on two proposals. First, they will consider enabling Invesque’s board to sell or lease substantially all of the company’s assets through one or more transactions. That could include direct asset sales, the sale of subsidiary equity, mergers, or other business combinations, but the board would have maximum flexibility for any direction, if market conditions are favorable.

The board has not yet signed any definitive agreements, but the company has already been selling many of its assets. Back in the first quarter of 2024, the company had announced it entered into purchase and sale agreements for three investment properties in New York, expecting to close on the sale transactions in the first six months of 2025.

A sale involving one of the properties closed in April 2025 for $25.1 million. Sale proceeds in excess of closing costs were used to pay down the mortgage associated with the property ($18.2 million principal balance) and the residual (approximately $7.3 million) was retained by the company for working capital purposes.

In the second quarter of 2024, Invesque executed purchase and sale agreements to sell all eight of its seniors housing communities in Maryland that were operated by Commonwealth Senior Living, plus its stake in the Commonwealth management company. In October 2024, a sale of seven of the eight properties closed. These assets, purchased by Logos Living Capital, totaled 355 independent living, assisted living and memory care units. The remaining asset is expected to close in 2025.

The eighth asset is secured by a mortgage with a principal balance of $6.7 million. The mortgage is not expected to be settled in conjunction with an anticipated sale of the directly related asset, although management expects to repay the mortgages upon the sale of the property. The remaining property is subject to a nine-month purchase option available to the same buyer, which begins upon the fulfillment of certain conditions related to the physical property.

Lastly, in April 2025, Invesque entered a purchase and sale agreement to sell a 10-property portfolio for $83.2 million. The assets are stand-alone memory care communities and are operated by Plano, Texas-based Constant Care Management Company. As of March 31, they are encumbered by mortgages payable with a total principal amount of $48.52 million.

As per the purchase and sale agreements, these mortgages are not required or expected to be settled in conjunction with the sale of the properties. It also announced that it expects to close on the previously announced sale of 22 properties for $319.8 million within the next couple of months.

The board is also seeking authority to reduce the company’s stated capital by up to $183 million, which would enable tax-efficient returns of capital to shareholders in the form of special cash distributions, potentially following asset sales and debt repayment. The board would have discretion to make such distributions, but they are not guaranteed, and the full $183 million is unlikely to be distributed.

If approved and enacted, these moves would leave Invesque with little or no operating assets (albeit with substantial cash) and what could be a public shell. Would they then fully liquidate and dissolve the company and reinvest in a new strategy or asset class? Or is this preparing the company for use in a reverse merger or recapitalization?

Senior Care Realty handled several seniors housing transactions in Wisconsin this month. First, Bob Richards facilitated the sale of a community in southern Wisconsin on behalf of a seller who had owned the community for more than 25 years and was moving towards retirement. The stand-alone memory care community is on the smaller side with occupancy typically hovering above 90%. It briefly dipped below 90% at closing but the buyer remained confident in a rebound, which has since occurred following the acquisition.

Multiple operators placed bids, with the ultimate buyer being a newer owner/operator that was looking to expand

its portfolio. The community, which traded at a 14.5% cap rate, was purchased for $1.21 million and financing was secured through a local community bank.

Next, Richards sold an assisted living community in east central Wisconsin that was being divested because it no longer fit the seller’s model. The community features three buildings, each with licensed assisted living units. One of the buildings was vacant and had been for some time. After multiple offers, the selected buyer was an owner/operator looking to enter the assisted living market. The purchase price was $1.8 million, and it sold for a 12% cap rate.

Richards was most recently engaged by a seller that acquired a vacant RCAC as part of a larger portfolio acquisition. The community comprises 30 units that were not licensed at the time of the sale. Amid several bids from different types of investors, the winning buyer was a behavioral health investor that will convert the community to an alternative use. The purchase price was $1.58 million, or $53,000 per unit.

Durable Capital from a Trusted Partner

In another transaction handled by Senior Care Realty, Chad Wegner facilitated a RCAC sale in Northwest Wisconsin. The community is under two hours from the Minneapolis, Minnesota MSA, with strong occupancy and all private pay residents. It was “turnkey” and profitable at the time of sale. The deal, which closed in May at 104% of the asking price, was based on a 2024 cap rate of 12%. Traditions Assisted Living had been the owner/ operator for over 15 years, and the buyer was a repeat client of Senior Care Realty that is expanding its portfolio in Wisconsin.

After a prolonged receivership process, an assisted living/ memory care community in Sandy, Utah, successfully sold with the help of Chad Mundy and Nick Stahler of The Knapp-Stahler Group of Marcus & Millichap. Built around 2000, the community features an assisted living component with 44 units and 58 licensed beds plus a memory care community with 21 units and 31 beds.

Census needed improvement, and the community operated at a significant loss. They were previously owned

Don Kelly (941) 961-0277

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Zach Britton (509) 302-3220

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by a DST investor group (before entering receivership) and operated by SAL Management Group. ONELIFE Senior Living took over operations more recently at the direction of the bank. A regional owner/operator emerged as the buyer, paying $4.625 million, or $71,500 per unit. Mundy and Stahler represented both the buyer and seller in the transaction.

Additionally, with a state-imposed operator transition deadline approaching, a regional owner successfully sold its 83-unit assisted living/memory care community in Chico, California, to another regional owner/operator with the help of Mundy and Stahler. Built in 2001, Windchime of Chico features 120 licensed beds of assisted living and memory care with lakefront views, multiple common areas and a central courtyard. It was operated by a thirdparty manager.

However, it was not performing well, with occupancy below 60% and a substantial operating loss, in addition to the imminent operator transition. There was also HUD debt secured by the property. So, Mundy and Stahler brought in another owner/operator to take over operations via a lease-to-purchase structure. Despite the significant operating loss, the Knapp-Stahler Group was able to negotiate a slightly below market lease during the transition that allowed for its client to basically cover its debt payments. Not a bad deal for them. The Group also expeditiously secured HUD approval for the operator transfer and helped the seller avoid decertification.

Stahler and Justin Knapp handled another transaction this month, selling a seniors housing asset on behalf of an institutional investor. Located in the Tampa, Florida MSA, the community has 132 units of assisted living and memory care and demonstrated strong operational performance. It appears to be American House Zephyrhills, which was built around 2009.

The marketing process generated strong interest from investors. Ultimately, an institutional buyer acquired the asset and retained the existing management team ensuring continuity for residents and staff.

A long-term family owner/operator of a CCRC in Maumee,

Ohio, decided to sell their only asset, but only to the right buyer. Ben Bohland and Collin Hempfling of Senwell Senior Investment Advisors handled the process (which also involved multiple advisors, attorneys and banking partners), which saw an active bidding environment and eight total offers.

The seller, who was entering retirement, was determined to find a buyer with similar values committed to preserving the campus’ reputation and culture of care. Established in 1949, Elizabeth Scott Community had been in the seller’s family for 75 years. It spans 51 acres and offers 60 skilled nursing beds, 47 independent living/assisted living units and a 26-unit memory care wing. The campus was well occupied and operated profitably, as well.

The ultimate buyer, which beat out several higher-value bids, was a Midwest not-for-profit organization, Heritage Pointe Communities . Owned by United Methodist Memorial Home (UMMH) of Warren, Indiana, Heritage Pointe operates three senior living communities: Heritage Pointe of Warren, Heritage Pointe of Ft. Wayne, and Heritage Pointe of Huntington. And it was operated by family members for many years, similar to Elizabeth Scott Community’s ownership.

A few additional seniors housing transactions closed this month. CBRE National Senior Housing acted as the exclusive advisor on the sale and debt placement of 55 Resort at Water Valley, a 120-unit active-adult community in Windsor, Colorado, just north of Denver. John Sweeny and Aron Will represented the seller, while Will and Adam Mincberg originated a 10-year fixed-rate loan through CBRE’s Fannie Mae DUS Lending Platform on behalf of the Chicago-based private equity buyer.

Built in 2019, the community is highly-amenitized and set on a 5.9-acre site. Being rebranded as Eagle’s Peak at Water Valley, it sits within a larger master-planned community, Water Valley, which comprises 1,800 single-family and multi-family residential units, as well as extensive community trails, five lakes, golf courses, tennis courts and pickleball courts.

The buyer was Green Courte Partners, LLC ’s sixth

investment fund, Green Courte Real Estate Partners VI and its affiliates. The firm has active investments in the active adult, independent living, land-lease communities, industrial outdoor storage and near-airport parking sectors. Its goal is to invest in high-quality real estate assets that will generate attractive risk-adjusted returns over a long-term holding period. GCP is committed to acquiring communities similar to Eagle’s Peak as it grows its active adult portfolio.

This acquisition expands GCP’s national active adult and independent living portfolio to 21 communities with approximately 3,300 units. GCP’s wholly owned seniors housing operating company, True Connection Communities, operates GCP’s entire seniors housing portfolio, which spans 12 states.

Berkadia was engaged by a national owner/operator in its divestment of two seniors housing communities on Florida’s east coast. The communities are in Port St. Lucie and Port Orange with 171 assisted living and memory care units. The buyer was a central Florida-based family

office. Mike Garbers, Cody Tremper, Dave Fasano and Ross Sanders handled the transaction.

The deal follows Berkadia’s other recent Florida closing, which was handled on behalf of a national owner/ operator. The property was Abbey Delray, a 505-unit CCRC originally built in 1979 in Delray Beach that features 327 independent living units, 48 assisted living units, 30 memory care units and 100 skilled nursing beds on 25.66 acres. We understand that occupancy improved throughout the marketing process.

Abbey Delray was previously owned by Lifespace Communities, and the buyer was a regional owner/ operator. Mike Garbers, Cody Tremper, Dave Fasano and Ross Sanders handled the transaction.

Lastly, Stellar Senior Living, a senior care owner/operator in the western United States, acquired the operations of two seniors housing communities in Montana. This marks Stellar’s entry into the Montana market. Built in 1997, Helena Pointe is in Helena with 116 independent

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living units, and Missoula Valley in Missoula comprises 101 assisted living and memory care units.

Stellar’s mission is to serve 10,000 seniors by 2030, and with this expansion Stellar now operates 37 senior care communities across nine states, providing a range of services including independent living, assisted living, memory care and skilled nursing.

AGENCY LOANS

Forbright Bank’s HUD lending team recently closed a 232/223(f) loan for a skilled nursing facility in Rockville, Maryland. The new $19.9 million loan refinanced the existing Forbright Bank bridge loan (which provided cash-out after the initial funding), returned the original equity investment to the key principals, reimbursed the borrower for recent capital expenditures, and covered all transaction costs associated with the HUD loan. The facility has 100 beds and is in a market that is well-known to Forbright.

In March, Capital Funding Group financed a few transactions on behalf of nationally recognized borrowers, one of which is a returning client. First, CFG provided a $12.4 million HUD loan for the refinancing of a 176-bed skilled nursing facility in Inman, South Carolina, executing the permanent, low-interest rate, non-recourse financing for the existing client. Patrick McGovern and Ryan Hunsicker handled the transaction.

Next was a $12.2 million HUD loan for the refinancing of an 88-bed SNF in South Carolina. Craig Casagrande facilitated the transaction. Casagrande then originated a $15.5 million HUD loan for the refinancing of a 163-bed SNF in South Carolina.

Steven Muth and Andrew Lanzaro of Berkadia recently completed the refinancing of a four-property seniors housing portfolio in Mississippi for Hickory Senior Living, a Southeast-based owner/operator that was a first-time Berkadia client. Proceeds of the $14 million HUD loan paid off bank debt and partnership debt from a previous addition funded by the sponsor. The two properties were built in 1998 with additions in 2003 and 2013. All four

loans have 35-year fully amortizing terms.

CONVENTIONAL LOANS

CBRE National Senior Housing handled two refinancings in separate transactions. First, CBRE arranged a refinance of Bruceville Point on behalf of a joint venture between Tenfold Senior Living and AEW Capital Management. Tenfold manages and operates the community. Aron Will and Tim Root originated a three-year floating-rate loan with full-term interest only through a regional bank. Bruceville Point is a 137-unit, Class-A seniors housing community in Elk Grove, California. It offers independent living, assisted living and memory care.

Next, CBRE arranged a refinancing for Andara by Cogir on behalf of Fortress Investment Group. The Scottsdale, Arizona community is operated by Scottsdale-based Cogir Senior Living and owned by funds managed by affiliates of Fortress. It features 170 units on 3.8 acres and was recently renovated. Will and Root arranged the four-year, floating-rate loan with 36 months of interest only through a debt fund.

Grace Hill Capital, a real estate capital advisory firm specializing in seniors housing and healthcare that was founded in 2023 by Adam Shealy, served as exclusive financial advisor and placement agent for a bridge loan to refinance and recapitalize a seven-community seniors housing and care portfolio across Georgia, North Carolina and South Carolina.

The interest-only bridge loan totaled $46.97 million and was structured with a 36-month term. The portfolio includes a total of 432 units and beds, consisting of 76 independent living units, 250 assisted living units, 59 memory care units and 47 skilled nursing beds.

The transaction enabled the borrower to retire existing debt, complete a limited partner buyout, fund critical repairs, and consolidate ownership, strategically positioning the portfolio for a long-term, fixed-rate HUD takeout in the next 12 to 18 months. It also represented a significant milestone for the borrower, consolidating 100% economic ownership by buying out passive limited

partners and streamlining the capital structure ahead of permanent financing.

The financing was structured with HUD 232 execution in mind, aligning sizing, reserves and eligibility with agency requirements from the outset. This included establishing legal structures aligned with HUD requirements, ordering third-party reports to HUD specifications, and funding critical repairs that will need to be completed ahead of the HUD application.

The borrower also implemented cash management and account structures consistent with HUD protocols to ensure a streamlined transition to permanent financing. By facilitating the limited partner buyout and eliminating legacy debt, the recapitalization streamlines the ownership structure and enhances sponsor control as the portfolio transitions to long-term, fixed-rate financing. That is some good preparation (and advice from their exclusive financial advisor).

Live Oak Bank provided a $25 million bridge-to-sale

loan to finance a seniors housing community near Los Angeles, California. Harbert Seniors Housing Fund I LP, which is managed by Harbert Management Corporation, is the borrower. The financing features a three-year initial term, 36 months of interest-only payments and $2.8 million in potential future earnout proceeds. The property totals 97 independent living, assisted living and memory care units.

CIBC Bank closed a $32 million cash-out commercial mortgage refinance related to two skilled nursing facilities in Kentucky and Tennessee. Both are leased to, and operated by, a high-quality, national skilled nursing operator. The two facilities encompass 243 total licensed beds and the buildings each have an effective age of 20 years. The two-facility portfolio posts strong operating results with occupancy at 82% with EBITDAR margins of 21%. The financing was handled by Matthew Tyler and Neal Netzel.

Dwight Mortgage Trust, the affiliate REIT of Dwight Capital, financed a $20 million bridge loan for Bria of

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Palos Hills, a 207-bed skilled nursing facility in Palos Hills, Illinois (Chicago MSA). Originally built in 1980, the facility received a major renovation and expansion in 2016 with the addition of a two-story wing connected to the original single-story structure.

The original building primarily serves long-term care residents, while the newer extension is designed for short-term rehabilitation and post-acute care. Then in September 2023, one of the wings was converted into a specialized dialysis and ventilation unit, further enhancing the facility’s ability to provide high-acuity services. Loan proceeds will be used to retire existing debt.

A California-based regional senior care operator with more than 20 facilities across the western United States recently obtained a revolving credit facility, arranged by Grant Goodman of G Capital. Proceeds from the $30 million facility will be used to support working capital requirements and continue the owner’s strategic expansion as new acquisition opportunities arise.

It was structured as a non-recourse, accounts receivablebased facility that includes several borrower-friendly features atypical in the current credit environment, including no prepayment penalty, a 180-day borrowing base and advance rates inclusive of assisted living waiver Medicaid. Priced at a highly competitive spread over SOFR (in the low-200s), the financing was secured through Texas Capital Bank , with Shane Passarelli leading the deal for TCB.

MONTICELLOAM announced the financing of a senior bridge loan and working capital facility for three skilled nursing facilities in southern Florida, totaling $108.75 million. The sponsorship group, a repeat client of MONTICELLOAM, intends to use the $105.5 million floating-rate senior bridge loan to refinance the existing debt on the portfolio. The $3.25 million working capital facility will be used to cover the day-to-day operational needs of over 500 licensed beds across the three facilities.

worked on behalf of an owner/operator seeking to recapitalize a 210-unit assisted living community that was originally a purpose-built hotel. The goal was to generate cash for ownership and to finance cosmetic renovations to enhance the property’s appeal. The owner had previously approached a few lenders but was unsuccessful in securing favorable financing terms. That’s when they engaged MIG to lead a debt arrangement process.

The effort resulted in multiple term sheets, with the most competitive offer coming from a regional credit union actively looking to expand its commercial lending platform. This lender was not previously on the sponsor’s radar, but it met its financial objectives.

CareTrust REIT (NYSE: CTRE) closed on an amendment to its existing credit agreement with KeyBank National Association and a syndicate of leading financial institutions to add a new $500 million unsecured term loan to its existing $1.2 billion unsecured revolving credit facility. The REIT currently expects to use borrowings under the term loan to pay off the revolver balance of approximately $475 million, to fund acquisitions and for general corporate purposes. The loan initially matures in May 2030, with an uncommitted accordion feature allowing for up to $800 million in additional borrowing capacity.

Newmark’s Seniors Housing team closed a refinancing for a seniors housing community in Oak Park, Illinois. Built in 2022, American House Oak Park comprises 174 independent living, assisted living and memory care units.

Matt Huber and Ryan Zyskowski of Flagstar Bank closed two loans for AEW to finance two seniors housing properties in The Villages, Florida. AEW purchased the communities in the fourth quarter of 2024 for an undisclosed cash amount. The deal included Spanish Springs and Buena Vista. Built in 2016, Spanish Springs features 86 units of assisted living and memory care, while Buena Vista (built in 2018) has 224 units of independent living, assisted living and memory care. They were well occupied and stabilized, with Watercrest Senior

Living as the operator.

Lastly, Berkadia announced the construction financing of Mera Lawrenceville, a 200-unit active adult community in Lawrenceville, Georgia. Austin Sacco, Steve Muth and Garrett Sacco secured the construction financing through Texas Capital Bank on behalf of a joint venture sponsored by Sparrow Capital Partners. The community, 30 miles northeast of downtown Atlanta, is located in a master planned, by-right site in a high-barrier-to-entry market and is in close proximity to Primary Care Center of Georgia, multifamily homes and retail.

ACQUISITION LOANS

BWE, together with Blueprint Capital Markets, closed two loans totaling $17.82 million to provide financing for the acquisition of two Class-A memory care communities around Portland, Oregon: Windsong at Southridge ($10.42 million) and Windsong at Eola Hills ($7.4 million). Lundat Kassa of BWE handled the financing, having been brought onto the deal by the team at Blueprint, led by Senior Managing Director, Kristen Ahrens.

Both acquisition bridge loans, which have five-year terms, 72% loan-to-cost and no-prepayment penalties, are non-recourse with fixed and competitive rates. BWE will provide permanent financing for the properties through HUD, a process that has already begun for Windsong at Southridge, which sold for $14.47 million, or $258,000 per unit. The process will begin within 24 months for Windsong at Eola Hills, which sold for $10.28 million, or $184,000 per unit. The loans have been structured to maximize exit proceeds up to 100% LTC for the borrowers.

Ahrens, along with Dan Mahoney, Dillon Rudy and Pat Maloney of Blueprint facilitated the sale, which closed in April. Built in 2018, Windsong at Southridge is a stabilized, 56-unit private-pay community in Kennewick, Washington. It was generating more than $1.4 million in EBITDAR. Built in 2015, Windsong at Eola Hills is a 56-unit value-add community in Salem, Oregon. The community was generating $800,000 in EBITDAR.

Strong buyer interest resulted in six offers, with the

sellers (which are exiting the seniors space through this divestment) ultimately choosing a Pacific Northwestbased operator partnering with a West Coast equity group. The operator has additional buildings in its portfolio, but these are the first properties it has purchased with this capital partner, and this is the capital partner’s first acquisition as a fund. Occupancy fluctuated, which led to some tougher discussions, but ultimately the transaction crossed the finish line at an 8.6% cap rate.

In a separate transaction, Jason Stein and DJ Elefant of CBRE’s Debt & Structured Finance platform closed an acquisition loan for a skilled nursing facility in Utah. CBRE worked with a local Utah lender to arrange a $6.426 million loan that featured a 10-year term and a competitive 5.72% interest rate with no prepayment penalty. The loan came out to 75% LTC.

In March, Capital Funding Group financed a transaction on behalf of a nationally recognized borrower. It was a $13 million bridge-to-HUD loan for the acquisition of four assisted living and memory care communities with 219 beds in Georgia. James Zabel originated the transaction.

Dwight Mortgage Trust, the affiliate REIT of Dwight Capital, financed an $80 million bridge loan to facilitate the acquisition of a five-property skilled nursing portfolio located throughout central Florida. These facilities comprise a total of 518 beds and were 88% occupied. In conjunction with the 30-month bridge loan (which has a six-month extension option), Dwight Healthcare Funding provided a $12 million working capital line of credit to support the portfolio’s ongoing operational needs. This transaction was originated by Josh Sturm, Managing Director of Senior Housing and Healthcare.

BOND FINANCINGS

JLL Securities and HJ Sims, in collaboration with JLL Capital Markets ’ Seniors Housing team, arranged $134.26 million of senior series 2025A bonds for a seniors housing community that will be built in Orlando, Florida. The publicly offered, tax-exempt financing has a final maturity of 40 years. Greg Fawcett of JLL Securities, Aaron Rulnick, Kerry Lewandowski and Brady Johnson

of HJ Sims, and Alanna Ellis and Timothy Hosmer of JLL Capital Markets’ Seniors Housing team originated the financing.

The borrower was Trinity Community Development Foundation , a not-for-profit entity formed by Trinity Broadcasting Network. This transaction marked the start-up senior living enterprise’s entrance into the seniors housing sector, and it is their first public finance transaction. Vitality Senior Living will operate the community.

Anticipated for completion in 2027, Millenia Moments Orlando will feature 151 independent living, 78 assisted living and 32 memory care units. Floor plans will be available in one- and two-bedroom layouts and the memory care component will have 26 private and six companion units. The 316,900-square-foot community will offer a full array of amenities and services, and will operate as a rental model. It is set directly across from the new 14-acre Advent Medical Center, which has a 160-bed hospital, medical office building and emergency clinic.

Ziegler worked on two financings for separate not-forprofits. First, Ziegler closed $39.24 million Series 2025 tax-exempt, fixed rate bonds for Bethesda Senior Living Communities (BSLC). The bonds were issued through the Colorado Health Facilities Authority. It has been seven years since its last financing in 2018.

BSLC and its parent organization, Bethesda Foundation, own/operate 20 seniors housing communities in Arizona, Colorado, Missouri, Nebraska and Texas. BSLC’s portfolio includes 595 independent living, 1,359 assisted living and 282 memory care units. Bethesda Foundation is a faith-based 501(c)(3) corporation based in Colorado Springs, Colorado. BSLC and Bethesda Foundation specialize in middle income rental housing and services for AL and MC residents. The IL residents are served primarily through the communities they operate (but do not own) in Arizona.

The proceeds of the bonds will be used to finance expansions at three locations, which will add 91 MC units and convert certain units from MC to AL. In connection with the financing, BSLC elected to add its Phoenix

campus to the BSLC Obligated Group, which contributed to investor interest in the offering.

Next, Ziegler priced $74.92 million Series 2025A bonds for Retirement Living, Inc. (doing business as Marquette). Marquette is an Indiana-based not-for-profit corporation that owns/operates a life plan community on the North Side of Indianapolis, Indiana. Situated on approximately 46 acres, Marquette features 300 IL units, 47 AL units, 22 MC units and 57 skilled nursing beds. It has been operated by Life Care Services since 1980.

Proceeds of the Series 2025A bonds will be used to refund all of Marquette’s existing long-term indebtedness (Series 2015A, 2017 and 2021A), fund $25 million in new money capital for various campus improvements and cover costs incurred with the issuance of the bonds. The Series 2025A bonds are being issued through the Indiana Finance Authority.

As part of its financing strategy, Marquette is extending the maturities of the refunded debt to create a level annual debt service structure, inclusive of the new money component. The Series 2025A bonds have a 30-year final maturity resulting in a weighted average maturity of 18.94 years, and a blended yield to maturity of 5.25%. The offering attracted participation from 18 institutional investors. The transaction delivered debt service savings and secured $25 million in new funding while implementing a favorable amortization structure that results in stable, level annual debt service going forward.

Ziegler also announced the pricing of Twin Lakes Community’s $35.31 Series 2025A and 2025B bonds. Twin Lakes Community operates a not-for-profit, fee-forservice CCRC on 215 acres in Burlington, North Carolina. Since opening in 1983, Twin Lakes has grown to include 482 independent living, 36 assisted living, 32 memory care and 104 health care units.

Having recently completed construction and fill-up of Stockton Phase 1, a 48-unit IL apartment building, Twin Lakes is now preparing to launch Phase 2 of the Stockton project. This next phase will include an additional 36 IL apartments, ranging from 1,046 to 1,939 square feet. At the time of pricing, 100% of the new units were pre-sold

The Lenders Roundtable: A Capital Markets Update

June 26, 2025 at 1 pm Eastern PANELISTS:

About the Webinar

The financing process has undergone great upheaval in the last couple of years, and yet M&A activity is at record levels in the seniors housing and care industry. So deals are getting done, and not just with cash. Who has been lending and at what cost to the borrower? What hurdles have to be overcome? And how can owners and operators best prepare to finance the oncoming wave of deals and demographics?

Ben Swett, Managing Editor, The SeniorCare Investor (moderator)

www.levinassociates.com/2506webinar

Dave Boitano, EVP & CIO, LTC Properties

Cary R. Tremper, President & CEO, Tremper Capital Group

Patrick Gilbreath, Sr. Relationship Manager and Vice President, KeyBank

with a 10% entrance fee deposit.

The Series 2025 bonds consist of two primary tranches of BBB-rated (Fitch) public fixed-rate bonds, issued through the North Carolina Medical Care Commission. Proceeds of the Series 2025 bonds and other available funds will be used to finance the costs of the project, fund a portion of interest during construction and fill-up, and cover certain expenses related to the issuance of the Series 2025 bonds.

Ziegler has partnered with Twin Lakes on multiple financings over the years to support a campus reinvestment process, beginning with a new healthcare center and continuing through renovated common areas and two new phases of apartments.

Wisconsin-based Public Finance Authority plans to issue $132.4 million in bonds to finance a retirement community in Potomac, Maryland. The revenue bonds will finance the acquisition, construction and outfitting of the ISF - Potomac Senior Living rental retirement community. The project will feature approximately 68 assisted living units and 26 memory care beds.

Proceeds from the bond sale will also be used to fund a debt service reserve, capitalized interest for about 31 months and cover working capital and issuance costs. The offering is structured in two tranches: $128.4 million in Senior Series 2025A bonds, which are tax-exempt, and $4 million in Senior Series 2025B bonds, which are federally taxable. Maturity dates and interest rates for the bonds weren’t available. The bonds are payable from revenues of the seniors housing community but are not rated.

A feasibility study included in the statement forecasts total operating revenue for the facility to reach $22.9 million by 2030, with income available for debt service projected at $12.6 million. Annual debt service for the senior bonds is forecast at $9.5 million for that year. HJ Sims is the underwriter.

Lastly, National CORE is launching its first new construction development in Fort Myers, California. This

community marks National CORE’s first venture into new construction outside California. This development, as well as a second proposed community, Hawthorne Heights in Gainesville, will nearly double the company’s footprint in Florida.

Oak Park Senior Living will be an affordable seniors community with 144 units for seniors aged 62 or older that earn between 30% and 65% of the area median income. The community will offer 124 one-bedroom units and 20 two-bedroom units in one, four-story building.

KeyBank Community Development Lending and Investment provided $16 million in low-income housing tax credit equity. KeyBank’s Commercial Mortgage Group privately placed $22 million in tax exempt bonds for the construction of the project and arranged a $7.4 million Freddie Mac Forward commitment to provide permanent financing, to be funded at the stabilization of Oak Park Senior Living.

Ryan Benson, board member of the Florida Housing Financing Corporation, said FHFC committed $22 million in a Multifamily Mortgage Revenue Note, $9.5 million from the Rental Recovery Loan Program, $1.2 million of Extremely Low-Income funding and $1.9 million in 4% Housing Credits toward the development.

Census Slowing or Soaring...cont. from page 1

that permeated the industry at the time and since then. Think about how many people predicted that the shape of the recovery would look like a “V”? A few did say it would look more like a Nike swoosh, which is how it actually looks. Optimism can be a good thing but can also have the effect of lowering the bar for growth expectations and not educating outside capital enough on the risks of owning and operating in senior care.

In the time since the pandemic, we have witnessed a lot of “rah-rahing” for the industry, centered around the modest occupancy gains that should have inevitably occurred due to the initial pent-up demand and the eventual lack of

new construction. And we would hope that the industry is setting records for total occupied units, if the number of units keeps growing across the country, albeit slowly. We’re not sure it merits a celebration. Call us jaded, but we have fatigued over exclamations of small occupancy improvements over whatever time period shows the best news, be it sequential, year-over-year or since-pre-COVID.

Let’s look at where the latest NIC MAP numbers currently stand. Across the 31 Primary Markets that NIC MAP tracks, the average occupancy rate was 85.8% for majority-assisted living properties and 87.4% for all seniors housing. That is a 30-basis point and 20-basis point improvement, respectively, from the fourth quarter of 2024.

The good news is that modest increase bucked the historical trend we found in our Fall 2020 analysis that showed an average 30-basis point decline in average occupancy for first quarters, which are typically affected by the flu season and winter weather hampering moveins. And the seniors housing occupancy rate for the 31

NIC MAP Primary Markets finally surpassed pre-pandemic occupancy levels in the fourth quarter. The bad news is that the first quarter sequential increase in occupancy is less than the 50-basis point sequential increase in Q1:24 and only equal to the 30-basis point sequential increase in Q1:23. So, census growth is not accelerating yet.

In fact, it may be decelerating. Excluding the 40-basis point sequential decline in the first quarter of 2022, the average sequential quarterly occupancy increase has declined from 77 basis points in 2022, to 55 basis points in 2023 to 50 basis points in 2024. And the historic census-gaining quarters (the third and fourth) have fallen off, from averaging an increase of 75 basis points per quarter in 2022 to 70 basis points in 2023 to 60 basis points in 2024.

The peak average occupancy for assisted living in the past 17 years was 89.1%, achieved around 2014, before overdevelopment chipped away at census for the next five years, particularly in the assisted living sector. If 2025 continues at the same growth rates as in 2024,

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then the seniors housing sector will just about reach that peak level by the end of the year and match our Fall 2020 prediction.

While it matches our prediction, the time it has taken to recover does not (and maybe should not) match the expectations of our industry. And if the Board of Brookdale Senior Living (NYSE: BKD) was finally fed up, how many other providers should be scrutinized for mediocre operations and exchanged by their landlords for better performers? The problem is how many great operators are out there, and how big can they get before they start to lose what made them great?

Welltower (NYSE: WELL) in its latest earnings report showed more strength in its occupancy recovery, with year-over-year gains in January, February and March at 380 basis points, 390 bps and 400 bps, respectively, with 400 bps being the highest level of year-over-year growth ever for the company, outside of the post-COVID recovery.

Sequential occupancy growth for the quarter at 60 bps also bucked historical norms for first quarters and set a record for first-quarter sequential occupancy gains in the company’s history. Year over year, the same-store SHOP also experienced a 400-basis point increase in average occupancy, representing the highest level of year-overyear growth in the company’s history outside of the postCOVID recovery period.

Welltower has consistently been pumping out good news with its occupancy, but what about the other publicly traded companies? Sonida Senior Living (NYSE: SNDA) posted another solid quarter in Q1, reporting an increase in the weighted average occupancy for its same-community portfolio (56 communities) by 100 basis points year over year to 86.8%, which is at the top end of many of its competitors. Meanwhile, Brookdale reported that month-end occupancy in April topped 81.0%, marking the ninth straight month with ending occupancy above 80.0%. There is a long, long way to go.

Taking a look at a couple of the REITs’ SHOP portfolios as another proxy for the sector’s performance, the latest census results have been mixed. For National Health

Investors (NYSE: NHI), occupancy actually decreased throughout the first quarter in several of its portfolios, dropping from 89.6% in its SHOP in January 2025 to 88.9% in March 2025.

The 37-property, same-store Bickford Senior Living portfolio saw census fall from 85.5% to 83.9% in the same period, as did Senior Living Communities’ nine-property, same-store portfolio from 85.7% to 85.1%. The Bickford portfolio is still below August 2024’s occupancy level, and the SHOP only beats it by 40 basis points. At least NHI’s preliminary occupancy in April was up approximately 40 basis points from March. We’ll see what the REIT can do in the key selling season this summer.

Ventas (NYSE: VTR) posted a decent result, with SHOP same-store average occupancy growing 290 basis points year over year to 87%, driven mostly by the U.S. portfolio, which rose 330 basis points from 80.5% to 83.8% year over year. By contrast, the Canadian same store SHOP grew 170 basis points to rest at 96.6%.

That underscores how much lower average occupancy is for the U.S. portfolio (which represents about 80% of the same store portfolio), at just 83.8%, and how much further it needs to improve. In addition, there was a 30-basis point sequential decline from Q4:24 to Q1:25 for same store occupancy. And Ventas’s overall SHOP portfolio reported a sequential decline of 20 basis points, going from 84.8% in Q4:24 to 84.6% in Q1:25 despite a 240-basis point increase from the year-ago first quarter.

So, how much of the occupancy optimism is justified? Year-over-year improvements are good, but we have a feeling that if you were told in 2021 that by the first quarter of 2025, overall NIC MAP occupancy for the 31 Primary Markets would be 85.8% for majority-assisted living properties and 87.4% for all seniors housing (and that construction levels would fall earlier and lower than expected due to high capital costs), you would be disappointed.

And how important are occupancy increases if they do not come with corresponding improvements in margin and cash flow? That is what matters when paying your rent,

your capital costs and ultimately your investors.

We suspect that most of the anecdotes around margins and cash flow returning to or exceeding pre-pandemic levels are for Class-A buildings that are the best-in-class in their respective markets charging the highest rents and attracting the best staff. For the majority of properties, every increase in rents to compensate for increased expenses will price out a portion of the population and hamper their census recoveries. And it increases the prospect of discounting to fill beds, which will eat into margins and cash flow.

The lack of new construction currently and in the near term should be helping occupancy gains accelerate today. Of course, it varies market by market, with some markets just recovering from the overdevelopment of the 2010s. But construction has dried up more than most would have predicted, given that a lot of builders would normally take advantage of the prospect of the baby boomers turning 80 next year and theoretically aging into more communities. But most projects just do not pencil right now.

That puts a lot of pressure on this summer selling season and the next summer for communities, companies and the industry as a whole to post record-setting census increases. Anything less would be disappointing and perhaps point to larger issues facing the industry: affordability and actual demand for seniors housing services. There is no guarantee that the seniors housing penetration rate will stay the same, let alone go up in the coming years. So, projections of 100%+ occupancy rates may very well be overblown, to say the least.

PEOPLE ON THE MOVE

Forbright Bank announced that Jonathan Grenier has been promoted to President of Healthcare Lending. Grenier previously served as a Managing Director of Forbright’s Healthcare Lending division, where he has worked since 2016. In that role, he co-led Forbright’s healthcare originations and underwriting, providing hundreds of skilled nursing and post-acute facilities, seniors housing and behavioral health providers with

access to capital. Prior to joining Forbright, Grenier held various roles at EY and M&T Bank

As President of the Healthcare Lending group, Grenier will lead a team of experienced professionals. Jared Richards will lead healthcare originations and underwriting in his role as Managing Director. Brent Hodges will lead portfolio management in his position as Director of Healthcare Lending and Jon Camps will continue to lead all HUD lending in his role as Managing Director. Jim Pieczynski will continue to serve as a Senior Advisor with the Healthcare Lending team.

Last month, LTC Properties (NYSE: LTC) appointed industry veteran, David Boitano, as Executive Vice President and Chief Investment Officer. This followed the promotion of Clint Malin to Co-Chief Executive Officer in December 2024. Boitano has spent most of his seniors housing and healthcare finance career at Ventas, sourcing investments, including RIDEA, with direct underwriting responsibility for more than $5 billion in transactions. He is well liked in the industry and should be a very good fit with the LTC team. LTC’s investment portfolio currently includes 189 properties in 25 states with 30 operating partners. The company is expanding its RIDEA platform.

CareTrust REIT (NYSE: CTRE) announced the hiring of Roger Laty, who joins CareTrust as SVP of Tax, and Derek Bunker, who joins as SVP of Strategy and Investor Relations. Mr. Laty brings over 30 years of tax leadership experience in the real estate industry, previously serving for 12 years as Vice President - Tax at UDR, Inc., where he oversaw all aspects of tax compliance, planning, and transaction structuring. He also held roles at Ernst & Young LLP and Kenneth Leventhal & Company

Mr. Bunker brings extensive leadership experience in healthcare services and post-acute real estate. He served as Chief Investment Officer and Executive Vice President of The Pennant Group (NASDAQ: PNTG), where he oversaw strategic growth, real estate, investor relations, and corporate governance. Prior to that, he held key roles at The Ensign Group (NASDAQ: ENSG) and began his career as an attorney with Latham & Watkins LLP

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June 2025 issue - The SeniorCare Investor by Irving Levin Associates - Issuu