Core Insights - Newmark Group, Inc. has acted as the real estate advisor for Sonida Senior Living, Inc. in a definitive agreement to acquire CNL Healthcare Properties, Inc. for approximately $1.8 billion, creating the eighth largest owner of senior living assets in the U.S. with a portfolio of 153 communities totaling around 14,700 units [1][4] Company Overview - The combined entity is expected to have an enterprise value of approximately $3.0 billion and an equity market capitalization of $1.4 billion upon closing [3] - The merger is projected to be immediately accretive to Normalized Funds From Operations (FFO), with expectations of substantial operating and structural synergies, enhanced liquidity, and deleveraging [3] Market Trends - Investor interest in the seniors housing sector is increasing, with transaction activity reaching $13 billion through September 2025, marking a 67% increase compared to the same period last year [5]

Financial Data and Key Metrics Changes - Core FFO improved to $0.69 from $0.68, primarily due to an increase in SHOP NOI and a decrease in interest expense [5][6] - Core FAD improved by $0.04 to $0.72 compared to $0.68 last year, influenced by similar factors affecting core FFO [5] - Pro forma debt to annualized adjusted EBITDA for real estate was 4.7 times, and annualized adjusted fixed charge ratio was 4.6 times [7] - Pro forma liquidity stands at nearly $500 million [7] - Full year 2025 core FFO guidance increased by $0.01, now standing at $2.69-$2.71 [8] Business Line Data and Key Metrics Changes - SHOP segment closed about 85% of the projected $460 million investment pipeline, with over $290 million in SHOP segment investments [3] - SHOP portfolio now includes 21 properties with five operators, three of which are new to LTC, with a gross book value of $447 million [9] - SHOP NOI guidance for 13 properties increased to $10.9-$11.3 million, up from $9.4-$10.3 million [10] - Expected fourth quarter NOI for the remainder of the SHOP portfolio is $4.8-$5.2 million [10] Market Data and Key Metrics Changes - The current opportunity set stands at roughly $1 billion, with nearly $110 million under LOI targeted to close in January 2026 [12] - The average vintage of SHOP acquisitions in 2025 is 2019, indicating a focus on newer assets [39] Company Strategy and Development Direction - The company is focused on expanding its SHOP platform, deepening operator partnerships, and driving long-term accretive returns [16] - The strategy includes recycling capital from non-core assets and adding new operators to enhance portfolio quality [9] - The company aims to build a portfolio of newer assets with competitive advantages as the industry evolves [16] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, highlighting strong momentum and a solid foundation for growth [16] - The company is positioned to capitalize on favorable demand fundamentals and supply constraints in the senior housing market [3] - Management expects continued strong SHOP NOI growth due to the competitive position of SHOP assets [10] Other Important Information - The company completed the sale of a portfolio of seven skilled nursing assets, generating net proceeds of approximately $120 million and a gain of $78 million [11] - A non-cash write-off of $41.5 million was taken related to Prestige's straight-line effective interest receivable balance [6] Q&A Session Summary Question: Guidance assumptions for core FFO range - Management clarified that the low range includes all closed investments, while the high range includes expected closings within the next 60 days [20] Question: Focus on SHOP deals versus other opportunities - The primary focus is on SHOP deals, although other opportunities will be considered [21] Question: Expected yields and growth for pipeline deals - Initial yields for the $110 million deal are guided at 7% [25] Question: Funding incremental capital - Proceeds from loan payoffs and equity from the ATM will fund investments, with a disciplined approach to equity issuance [28] Question: Growth profile after SHOP investments - Management expects more than 3% growth with targeted low double-digit IRRs due to supply-demand imbalances [37][38] Question: Transitioning operators and potential disruptions - Most acquisitions have retained existing operators, with careful planning to avoid disruptions [50] Question: Prestige's prepayment option and performance - Prestige needs to improve performance to exercise the purchase option, with positive indications for future outcomes [54][57] Question: Opportunities for earnings growth in skilled nursing - The company remains selective in skilled nursing, focusing on transitional care and newer assets [64]

Portfolio Composition - As of November 4, 2025, LTC's portfolio consisted of 187 properties across 24 states, operated by 31 different operators[11] - The portfolio is diversified by investment type, with Seniors Housing - NNN accounting for 42.3%, Seniors Housing - SHOP for 20.0%, and Skilled Nursing for 37.1% of the portfolio[14, 20] - Long-term investments, including Owned Portfolio, Owned Properties accounted for as Financing Receivables and Long-Term Mortgage Loans (Prestige), represent 92% of Gross Investments[38, 39] - Short-term investments, including Notes Receivable, Unconsolidated Joint Ventures and Short-Term Mortgage Loans, represent 8% of Gross Investments[38, 39] Acquisitions and Investments - LTC expects to close approximately $70 million in SHOP acquisitions in 4Q 2025 and an additional approximately $110 million in SHOP acquisitions in January 2026[19, 24] - In 3Q25, LTC acquired 9 properties with 833 units for $291.65 million, including SHOP acquisitions from Discovery, Charter, Lifespark and Arbor[22, 26] - Mortgage loans in 3Q25 included $99.85 million invested in 3 properties with 421 units[26] Financial Performance - Proforma portfolio overview as of September 30, 2025, shows a gross investment of $2,348.749 million, with $182.740 million in NOI[37] - Triple-Net Portfolio ("NNN") accounts for 45.9% of the investment and 53.8% of the NOI[37] - Seniors Housing Operating Portfolio ("SHOP") accounts for 20.0% of the investment and 5.0% of the NOI[37] - Debt to Enterprise Value is 34.2% and Debt to Annualized Adjusted EBITDAre is 5.6x[83]

November 5, 2025 Disclaimer Sonida and CNL Healthcare Properties A Compelling Combination Important Information and Where to Find It • This presentation relates to a proposed transaction involving the Sonida Senior Living, Inc. ("Sonida") and CNL Healthcare Properties, Inc. ("CHP"). In connection with the proposed transaction, Sonida and CHP will each file relevant materials with the SEC, including a registration statement on Form S-4 to register the shares of Sonida common stock to be issued to the CHP sto ...

Exclusive: Sonida Senior Living is in advanced talks to acquire a smaller rival in a $1.8 billion dollar deal that would create one of the country’s largest senior housing companies https://t.co/p373G1NfdS ...

Financial Data and Key Metrics Changes - Normalized FFO per share increased by 10% year over year to $0.88 [26] - Total company same store cash NOI grew by 8%, with SHOP growth leading at 16% [26] - The company raised its full year guidance, expecting 9% growth in normalized FFO per share and 7.5% growth in total company same store cash NOI at the midpoint of the improved guidance [11][29] Business Line Data and Key Metrics Changes - The SHOP segment experienced a 19% same store cash NOI growth in the U.S. and a 340 basis points increase in occupancy [10][15] - The Outpatient Medical and Research business reported same store cash NOI growth of 3.7% year over year, with outpatient medical occupancy improving to 90.6% [26] - Research business same store cash NOI decreased by $400,000 year over year due to lower rents on certain tenants [26] Market Data and Key Metrics Changes - The U.S. senior housing market is experiencing record low supply, with only 1,200 new units started in Q3 [8] - The over-80 population is projected to grow by 28% over the next five years, driving demand for senior housing [8] - The company has a robust pipeline of investment opportunities in senior housing, with $2.5 billion in investment guidance for 2025 [12][24] Company Strategy and Development Direction - The company is focused on expanding its private pay senior housing business, which has become its number one capital allocation priority [11][12] - The strategy includes converting triple net leased communities to SHOP, with 27 out of 45 communities already transitioned [12][20] - The company aims to leverage its scale, platform, and financial strength to capitalize on favorable demand dynamics in senior housing [8][14] Management's Comments on Operating Environment and Future Outlook - Management anticipates at least another decade of accelerating demand for senior housing due to demographic trends [7] - The company is well-positioned to increase deal activity and capitalize on the growing aging population [14] - Management expressed confidence in the ability to deliver superior performance and create value for shareholders [30] Other Important Information - The company has improved its leverage, with a net debt to EBITDA ratio of 5.3 times, a full turn improvement from the previous year [27] - The company has over $4 billion in liquidity to support growth and financial flexibility [28] - The company has completed $4.1 billion in senior housing investments since mid-last year, with a strong focus on quality and attractive markets [22][24] Q&A Session Summary Question: Can you discuss the underwriting criteria and potential for lower initial yield requirements? - Management indicated they are ambitious in growing the senior housing business and are open to acquiring properties with higher growth potential, even if initial yields are lower [34][36] Question: What is the target leverage and how do you weigh equity and debt for growth? - Management confirmed the strategy of organic growth plus equity-funded investments is working well, and they expect to continue this approach as market conditions allow [38][39] Question: Can you provide updates on the Brookdale SHOP transitions and the CapEx plans? - Management detailed that the transitions are progressing well, with a focus on routine refreshes and minimal disruption to current results [45][46] Question: How does the independent living pool in the U.S. perform, and what drives that performance? - Management noted strong occupancy growth in independent living, particularly in former Holiday communities, contributing positively to overall performance [100][103] Question: What is the outlook for external growth in senior housing? - Management expressed confidence in the ability to accelerate investment activity in senior housing for the foreseeable future, with no signs of slowdown [87][88]

Financial Performance & Guidance - Third Quarter 2025 Normalized FFO per share was $0.88, a 10% year-over-year increase[10, 11] - Total Company Same-Store Cash NOI grew by 8% year-over-year in the third quarter of 2025, primarily driven by SHOP[10, 11] - SHOP Same-Store Cash NOI experienced a 16% year-over-year growth, with U S growth leading at 19%[10, 11] - Ventas increased its 2025 senior housing investment guidance to $2.5 billion, up from the previous $2.0 billion[11, 16] - The company raised $2.6 billion in equity, which includes $0.5 billion from unsettled forward sales agreements as of October 2025[11] - Ventas increased Normalized FFO per share midpoint guidance to $3.47, a $0.03 increase from the previous $3.44 midpoint[15] - SHOP Same-Store Cash NOI growth guidance increased to 14%-16% from the previous 12%-16%[16] Portfolio & Strategy - Ventas is executing a focused strategy to drive growth, including delivering profitable organic growth in senior housing, capturing value-creating external growth focused on senior housing, and driving strong execution and cash flow generation throughout the portfolio[17] - The company's U S SHOP portfolio is actively managed for significant occupancy upside, with average occupancy around 85%[23, 24] - Ventas has accumulated 1.3+ billion senior housing data points to optimize markets, assets, and operators[40]

Financial Data and Key Metrics Changes - Welltower reported a net income attributable to common stockholders of $0.41 per diluted share and normalized funds from operations (FFO) of $1.34 per diluted share, representing a year-over-year growth of 20.7% [23] - The total portfolio same-store net operating income (NOI) growth was 14.5% year-over-year [23] - Year-over-year organic revenue growth remained at approximately 10%, driven by a 400 basis point occupancy gain and strong pricing power [13] Business Line Data and Key Metrics Changes - The senior housing portfolio achieved same-store NOI growth exceeding 20% for the 12th consecutive quarter, marking an exceptional performance [12] - Operating margins across the same-store portfolio increased by 260 basis points, with growth in unit revenue (RevPor) outpacing unit expense growth (ExPor) [13] - The seniors housing triple-net portfolio's same-store NOI increased by 3.1% year-over-year, with trailing 12-month EBITDA coverage at 1.21x [24] Market Data and Key Metrics Changes - The U.K. portfolio saw a 550 basis point year-over-year increase in occupancy, leading to a 10.4% revenue increase [13] - The backdrop for growth in 2026 and beyond remains favorable, with senior housing demand expected to grow stronger while supply remains dormant [14] Company Strategy and Development Direction - Welltower is transitioning to a pure-play rental housing platform for the aging population, focusing on technology-driven transformation and operational excellence [5][14] - The company is exiting the outpatient property management business to concentrate on senior living, which is seen as a high-growth opportunity [6][14] - The launch of Welltower 3.0 emphasizes operations and technology, aiming to enhance customer experience and employee satisfaction [30][32] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's positioning and the potential for significant growth and cash flow compounding over time [44] - The company is focused on aligning interests across its ecosystem to enhance long-term value creation [43] - Management acknowledged the uncertainty in the broader economy but highlighted the strength of their business model driven by needs-based and private pay nature [11] Other Important Information - Welltower's year-to-date transaction activity reached $33 billion, with $23 billion in incremental transactions reported [5][16] - The company announced the acquisition of the Barchester Senior Living portfolio for $5.2 billion, which is expected to be accretive to FFO per share in 2026 [9][20] - A new compensation plan was introduced to align management and operating partners' interests with shareholders [36] Q&A Session Summary Question: What is the goal behind the changes and how should growth be viewed? - Management clarified that the focus is on aligning interests across the ecosystem rather than proving anything, emphasizing the importance of duration in growth [43][44] Question: Was the new compensation plan presented as a team package? - The board spent significant time developing the plan, which aligns with the company's incentive design principles [48] Question: Why not issue equity for acquisitions instead of asset sales? - Management explained that the cost of equity was viewed as higher than the cost of asset sales, emphasizing long-term value creation over short-term gains [52][54] Question: How do the new care home deals compare to the current portfolio? - The new portfolios are similar in asset quality and private pay percentage, maintaining a consistent growth outlook [56] Question: How is execution risk managed for the announced changes? - Management highlighted the importance of a strong team with extensive transaction experience and a focus on attracting and retaining top talent to mitigate risks [76]

Welltower (NYSE:WELL) Q3 2025 Earnings Call October 28, 2025 09:00 AM ET Speaker4Thank you for standing by. At this time, I would like to welcome everyone to today's Welltower Third Quarter 2025 earnings call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you'd like to ask a question during this time, simply press star followed by the number one on your telephone keypad. Once again, star one. If you'd like to ...

Core Insights - Brookdale Senior Living (NYSE: BKD) experienced a significant increase of over 9% in its share price following a positive business update, contrasting with a slight decline of 0.3% in the S&P 500 [1] Occupancy Statistics - Brookdale reported a weighted average occupancy of 82.5%, which is an increase of 330 basis points compared to the same month in 2024 and 70 basis points higher than the August figure [3] - For the third quarter of this year, the weighted average occupancy was 81.5%, reflecting a year-over-year increase of 290 basis points and a quarter-over-quarter increase of 170 basis points [3][4] Fundamental Performance - The improvements in occupancy are expected to positively impact the company's fundamentals, contributing to the favorable investor reaction despite the lack of commentary or future guidance from the company [4]