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Welltower Scales Back on Brookdale Portfolio, Forms JV With New Operator Pegasus

Reported by Seniorhousingnews
Jun 27, 2018· 3 min read
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Key Takeaways
  • • Welltower and Brookdale Senior Living terminated the triple-net lease on 37 senior living communities early, with Brookdale selling its 20% equity stake in their RIDEA joint venture to Welltower for $74.2 million gross value, reducing the REIT's exposure to Brookdale's operations.
  • • The restructuring encompasses 63 total assets, including the 37 properties transitioning to a new operator and 11 additional communities under two master leases that will not be renewed when they mature in September.
  • • Welltower has launched a new RIDEA joint venture with Pegasus Senior Living, a newly formed Dallas-based management company led by industry veterans Steven Vick and Chris Hollister, who collectively bring 50 years of senior housing operating experience.
  • • Steven Vick's operating pedigree includes co-founding Sterling House in 1991 (which went public in 1995 and merged to form Alterra Healthcare) and serving as CEO of Assisted Living Concepts, a publicly traded operator managing more than 180 communities by 2002.
  • • The transaction, announced June 26 with an effective date of June 30, represents a strategic pivot allowing Welltower to reduce operational risk tied to Brookdale while establishing a partnership with new management focused on turnaround operations in secondary markets.
Summary
Welltower Inc. and Brookdale Senior Living reached a comprehensive restructuring agreement on June 26 that substantially reduces the REIT's entanglement with the nation's largest senior housing operator while simultaneously introducing a new management partner into the portfolio. The agreement includes an early termination of Brookdale's triple-net lease obligations covering 37 senior living communities—a transaction characterized by both parties as "mutually beneficial"—and Brookdale's sale of its 20% equity stake in their RIDEA joint venture to Welltower for $74.2 million. Additionally, Brookdale will not renew two master leases covering 11 communities that were scheduled to mature in September, bringing the total number of affected assets to 63.

The restructuring effectively transfers operational management of these communities away from Brookdale to Pegasus Senior Living, a newly established management company based in Dallas. Pegasus is led by Steven Vick and Chris Hollister, veteran senior housing operators with a combined 50 years of industry experience. The 37 properties are slated to transition into a RIDEA (Real Estate Investment Trust Owned Properties Leased to Operating Companies) joint venture between Welltower and Pegasus, effective June 30. This structural arrangement provides the REIT with asset ownership while outsourcing operations to management specialists with proven turnaround capabilities, particularly in secondary markets.

Vick brings substantial credibility to the new venture. In 1991, he co-founded Sterling House Corporation, which went public in 1995 and subsequently merged with Alternative Living Services in 1997 to form Alterra Healthcare Corporation. Vick later served as CEO of Assisted Living Concepts, a publicly traded senior living operator that, under his leadership, expanded to manage more than 180 communities by 2002. His operational track record in both growth phases and turnarounds positions Pegasus to address performance challenges within the transitioned portfolio. The agreement allows Welltower to maintain real estate ownership while shifting operational risk and performance responsibility to experienced hands, while Brookdale gains financial relief through equity monetization and reduced lease obligations.

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Seniorhousingnews Welltower Scales Back on Brookdale Portfolio, Forms JV With New Operator Pegasus