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Real Estate and Other Activities
12 Months Ended
Dec. 31, 2023
Real Estate [Abstract]  
Real Estate and Other Activities

3. Real Estate and Other Activities

New Investments

For the years ended December 31, 2023, 2022, and 2021, we acquired or invested in the following net assets (in thousands):

 

 

2023

 

 

2022

 

 

2021

 

Land and land improvements

 

$

28,916

 

 

$

135,301

 

 

$

642,312

 

Buildings

 

 

114,966

 

 

 

487,698

 

 

 

2,381,654

 

Intangible lease assets — subject to amortization
   (weighted-average useful life of
24.8 years in 2023,
   
21.3 years in 2022, and 34.5 years in 2021)

 

 

16,305

 

 

 

45,394

 

 

 

262,385

 

Mortgage loans(1)

 

 

 

 

 

159,735

 

 

 

1,113,300

 

Investments in unconsolidated real estate joint ventures

 

 

 

 

 

399,456

 

 

 

 

Investments in unconsolidated operating entities

 

 

50,000

 

 

 

131,105

 

 

 

1,033,096

 

Other loans

 

 

25,000

 

 

 

 

 

 

 

Liabilities assumed

 

 

 

 

 

(25,727

)

 

 

(82,508

)

 

$

235,187

 

 

$

1,332,962

 

 

$

5,350,239

 

Loans repaid(1)

 

 

(22,900

)

 

 

 

 

 

(1,103,410

)

Total net assets acquired

 

$

212,287

 

 

$

1,332,962

 

 

$

4,246,829

 

 

(1)
The 2023 column includes a $23 million mortgage loan that was converted to fee simple ownership of one property as described under the Lifepoint Transaction below. The 2021 column includes an £800 million mortgage loan advanced to the Priory Group (“Priory”) in the first quarter of 2021 and converted to fee simple ownership of 35 properties in the second quarter of 2021 as described below.

2023 Activity

Prospect Transaction

In August 2019, we invested in a portfolio of 14 acute care hospitals in three states (California, Pennsylvania, and Connecticut) operated by and master leased to or mortgaged by Prospect Medical Holdings, Inc. ("Prospect") for a combined investment of approximately $1.5 billion. In addition, we originated a $112.9 million term loan cross-defaulted to the master lease and mortgage loan agreements and further secured by a parent guaranty. In the 2022 second quarter, we funded an additional $100 million towards the existing mortgage loan that was secured by a first lien on a California hospital. Prospect's operations were negatively impacted by the coronavirus global pandemic commencing in early 2020, but Prospect remained current with respect to contractual rent and interest payments until the fourth quarter of 2022. Accordingly, and due further to the termination of certain refinancing negotiations between Prospect and certain third parties in early 2023 that would have recapitalized Prospect and provided for payment of unpaid rent and interest, we recorded an approximate $280 million impairment charge in the 2022 fourth quarter. As part of this charge, we reduced the carrying value of the underperforming Pennsylvania properties by approximately $170 million (to approximately $250 million) and reserved all unbilled rent accruals for a total of $112 million.

However, Prospect continued to pursue a recapitalization plan, and, in late March 2023, Prospect received a binding commitment from several lenders to provide liquidity to pay down certain debt instruments. Along with these commitments from third-party lenders, we agreed to pursue certain transactions with Prospect as part of their recapitalization plan, including originating a $50 million convertible loan to PHP Holdings, the managed care business of Prospect, in the first quarter of 2023.

On May 23, 2023, Prospect completed its recapitalization plan, which included receiving $375 million in new financing from several lenders. Along with this new debt capital from third-party lenders, we agreed to the following restructuring of our then $1.7 billion investment in Prospect including: a) maintaining the master lease covering six California hospitals without any changes in rental rates or escalator provisions, but with cash payments starting in September 2023 for a substantial portion of the contractual

monthly rent due on these California properties, b) transitioning the Pennsylvania properties back to Prospect in return for a $150 million first lien mortgage on the facilities, c) providing up to $75 million in a loan secured by a first lien on Prospect's accounts receivable and certain other assets, of which we have funded in full as of December 31, 2023, d) continuing to pursue the previously disclosed sale of the Connecticut properties to Yale New Haven ("Yale"), as more fully described in Note 8 to the consolidated financial statements, and e) obtaining a non-controlling ownership interest in PHP Holdings of approximately $654 million, after applying a discount for lack of marketability, consisting of an approximate $68 million equity investment and $586 million loan convertible into equity of PHP Holdings (collectively, the "Prospect Transaction"). This non-controlling ownership interest was received in exchange for unpaid rent and interest through December 2022, previously unrecorded rent and interest revenue in 2023 totaling approximately $82 million, our $151 million mortgage loan on a California property, our $112.9 million term loan, and other obligations at the time of such investment.

Lifepoint Transaction

On February 7, 2023, a subsidiary of Lifepoint Health, Inc. ("Lifepoint") acquired a majority interest in Springstone (now Lifepoint Behavioral) (the "Lifepoint Transaction") based on an enterprise value of $250 million. As part of the transaction, we received approximately $205 million in full satisfaction of our initial acquisition loan, including accrued interest, and we retained our minority equity investment in the operations of Lifepoint Behavioral. Separately, we converted a mortgage loan (as part of our initial acquisition in 2021) into the fee simple ownership of a property in Washington, which is leased, along with the other 18 behavioral health hospitals already leased to Lifepoint Behavioral, under the master lease agreement. In connection with the Lifepoint Transaction, Lifepoint extended its current lease with us on eight existing general acute care hospitals by five years to 2041.

Other Transactions

In the second quarter of 2023, we acquired three inpatient rehabilitation facilities for a total of approximately €70 million. These hospitals are leased to Median Kliniken S.á.r.l ("MEDIAN") pursuant to a long-term master lease with annual inflation-based escalators.

On April 14, 2023, we acquired five behavioral health hospitals located in the U.K. for approximately £44 million. These hospitals are leased to Priory pursuant to five separate lease agreements with annual inflation-based escalators.

2022 Activity

Macquarie Transaction

On March 14, 2022, we completed a transaction with MAM, an unrelated party, to form a partnership (the “Macquarie Transaction”), pursuant to which we contributed eight Massachusetts-based general acute care hospitals that are leased to Steward, and a fund managed by MAM acquired, for cash consideration, a 50% interest in the partnership. The transaction valued the portfolio at approximately $1.7 billion, and we recognized a gain on sale of real estate of approximately $600 million from this transaction, partially offset by the write-off of unbilled straight-line rent receivables. The partnership raised nonrecourse secured debt of 55% of asset value, and we received proceeds, including from the secured debt, of approximately $1.3 billion. We obtained a 50% interest in the real estate partnership valued at approximately $400 million (included in the "Investments in unconsolidated real estate joint ventures" line of our consolidated balance sheets), which is being accounted for under the equity method of accounting.

In connection with this transaction, we separated the eight Massachusetts-based facilities into a new master lease with terms generally identical to the other master lease, and the initial fixed lease term of both master leases was extended to 2041.



Other Transactions

On December 9, 2022, we acquired six behavioral health facilities in the U.K. for £233 million ($286 million), plus customary tax and other transaction costs. These hospitals are leased to Priory pursuant to separate long-term leases with inflation-based escalators. As part of this transaction, the third-party seller of the real estate provided £105 million of seller financing - see Note 4 for further details on this debt.

On March 11, 2022, we acquired four general acute care hospitals in Finland for €178 million ($194 million). These hospitals are leased to Pihlajalinna pursuant to a long-term lease with annual inflation-based escalators. We acquired these facilities by purchasing the shares of the real estate holding entities, which included deferred income tax and other liabilities of approximately $26 million.

On February 16, 2022, we agreed to participate in an existing syndicated term loan with a term of six years originated on behalf of Priory, of which we funded £96.5 million towards a £100 million participation level in the variable rate loan.

Other investments in 2022 included six general acute care facilities. Three general acute care facilities, located throughout Spain, were acquired on April 29, 2022 for €27 million and are leased to GenesisCare pursuant to a long-term lease with annual inflation-based escalators. Two general acute care facilities, one in Arizona and the other in Florida, were acquired on April 18 and 25, 2022, respectively, for approximately $80 million and are leased to Steward pursuant to a master lease agreement with annual inflation-based escalators. The other general acute care facility, located in Colombia, was acquired on July 29, 2022 for $26 million and is leased to Fundación Cardiovascular de Colombia pursuant to a long-term lease with inflation-based escalators.

2021 Activity

Priory Group Transaction

On January 19, 2021, we completed the first of two phases in the Priory transaction in which we funded an £800 million interim mortgage loan on an identified portfolio of Priory real estate assets in the U.K. On June 25, 2021, we completed the second phase of the transaction in which we converted this mortgage loan to fee simple ownership in a portfolio of 35 select real estate assets from Priory (which is ultimately owned by two Waterland Private Equity funds (“Waterland Fund”) through its ownership of MEDIAN) in individual sale-and-leaseback transactions. Therefore, the net aggregate purchase price for the real estate assets we acquired from Priory was approximately £800 million, plus customary stamp duty, tax, and other transaction costs. As part of the real estate acquisition (for which some of the assets were acquired by the share purchase of real estate holding entities), we incurred deferred income tax liabilities and other liabilities of approximately £47.1 million.

In addition to the real estate investment, on January 19, 2021, we made a £250 million acquisition loan to Waterland Fund, in connection with the closing of Waterland Fund’s acquisition of Priory, which was repaid in full plus interest on October 22, 2021.

Finally, we acquired a 9.9% passive equity interest in the Waterland Fund affiliate that indirectly owns Priory.

Other Transactions

On December 2, 2021, we acquired the remaining 50% interest in a general acute hospital operated by IMED Hospitales ("IMED") in Valencia, Spain, which was formerly owned by our joint venture partner. We followed the asset acquisition cost accumulation model to account for this acquisition and included the carrying amount of our previously held equity interest, along with the approximately €46 million consideration paid and direct transaction costs incurred, in determining the total cost allocated to the net assets acquired.

On October 21, 2021, we acquired an acute care facility in Portugal for €17.8 million. This facility is leased to Atrys Health pursuant to a long-term master lease with annual escalations.

On October 19, 2021, we invested in 18 inpatient behavioral health facilities throughout the U.S. and an interest in the operations of Springstone (now Lifepoint Behavioral) for total consideration of $950 million (including an acquisition loan of approximately $185 million), plus closing and other transaction costs. We also incurred deferred income tax liabilities of approximately $8.0 million. After the Lifepoint Transaction in 2023, these facilities are now leased to Lifepoint Behavioral pursuant to a long-term master lease with annual escalations and multiple extension options.

On August 1, 2021, we completed the acquisition of five general acute care hospitals located in South Florida for approximately $900 million, plus closing and other transaction costs. These hospitals are leased to Steward pursuant to a master lease, with annual inflation-based escalators.

On July 6, 2021, we acquired four acute care hospitals and two on-campus medical office buildings in Los Angeles, California for $215 million. These hospitals are leased to Pipeline Health System, LLC ("Pipeline") pursuant to a long-term lease with annual inflation-based escalators.

On July 6, 2021, we also acquired an acute care hospital in Stirling, Scotland for £15.6 million. This hospital is leased to Circle Health Ltd. (“Circle”) pursuant to a long-term lease with annual inflation-based escalators.

On April 16, 2021, we made a CHF 145 million investment in Swiss Medical Network, our tenant via our Infracore SA ("Infracore") equity investment.

On January 8, 2021, we made a $335 million loan to affiliates of Steward, all of the proceeds of which were used to redeem a similarly sized convertible loan held by Steward’s former private equity sponsor.

Development Activities

See table below for a status summary of our current development projects (in thousands):

 

Property

 

Commitment

 

 

Costs
Incurred as of
December 31, 2023

 

 

Estimated Rent
Commencement
Date

IMED (Spain)

 

$

50,099

 

 

$

49,534

 

 

1Q 2024

Lifepoint Behavioral Health (Texas)

 

 

31,600

 

 

 

24,023

 

 

1Q 2024

IMED (Spain)

 

 

37,879

 

 

 

17,876

 

 

3Q 2024

IMED (Spain)

 

 

51,984

 

 

 

18,640

 

 

1Q 2025

 

$

171,562

 

 

$

110,073

 

 

 

We have two other development projects ongoing in Texas (Wadley development) and Massachusetts (Norwood redevelopment). These are not highlighted above given the ongoing restructuring of Steward. However, on a combined basis, we have spent approximately $350 million through December 31, 2023.

Separately, on the Norwood redevelopment, we have approximately $150 million, net of payments received to date, due to us from a combination of recovery receivables (included in "Other assets" in the consolidated balance sheets) associated with the damage to the original facility in 2020 and a $50 million advance (reflected in "Other loans" in the consolidated balance sheets) made to Steward in the first half of 2023 that is secured by, among other things, proceeds from Steward's business interruption insurance claims.

2023 Activity

During 2023, we completed construction and began recording rental income on one inpatient rehabilitation facility located in Lexington, South Carolina, which commenced rent on July 1, 2023 and another inpatient rehabilitation facility located in Stockton, California, which commenced rent on May 1, 2023. Both of these facilities are leased to Ernest Health, Inc. ("Ernest") pursuant to an existing long-term master lease.

2022 Activity

During 2022, we completed construction and began recording rental income on an inpatient rehabilitation facility located in Bakersfield, California. This facility commenced rent on March 1, 2022 and is leased to Ernest pursuant to an existing long-term master lease.

Disposals

2023 Activity

On March 30, 2023, we entered into a definitive agreement to sell our 11 general acute care facilities located in Australia and operated by Healthscope Ltd. ("Healthscope") (the "Australia Transaction") to affiliates of HMC Capital for cash proceeds of approximately A$1.2 billion. As a result, we designated the Australian portfolio as held for sale in the first quarter of 2023 and have recorded approximately $86 million of net impairment charges, which included $37.4 million of straight-line rent receivables and approximately $8 million in fees to sell the hospitals. This impairment charge was partially offset by approximately $8 million of deferred gains from our interest rate swap and foreign currency translation in accumulated other comprehensive income that was reclassified to earnings as part of the transaction. This transaction was set to close in two phases. The first phase closed on May 18, 2023, in which we sold seven of the 11 facilities for A$730 million, and the final phase closed on October 10, 2023, in which we sold the remaining four facilities for approximately A$470 million.

On March 8, 2023, we received notice that Prime Healthcare Services, Inc. ("Prime") planned to exercise its right to repurchase from us the real estate associated with one master lease for approximately $100 million. As such, we recorded an approximate $11 million non-cash impairment charge in the first quarter of 2023 related to unbilled rent on the three facilities that were sold. On July 11, 2023, Prime acquired the three facilities for $100 million.

Summary of Operations for Assets Disposed in 2023

The following represents the operating results from properties sold for the periods presented (in thousands):

 

 

 

For the Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Revenues

 

$

37,332

 

 

$

75,084

 

 

$

75,464

 

Real estate depreciation and amortization

 

 

(4,991

)

 

 

(20,312

)

 

 

(21,467

)

Property-related expenses

 

 

(2,467

)

 

 

(5,492

)

 

 

(3,479

)

Real estate and other impairment charges(1)

 

 

(96,405

)

 

 

 

 

 

 

Other (expense) income

 

 

(1,661

)

 

 

(1,082

)

 

 

(1,075

)

(Loss) income from real estate dispositions, net

 

$

(68,192

)

 

$

48,198

 

 

$

49,443

 

(1)
Includes an approximate $86 million net impairment charge (including $37.4 million of straight-line rent write-offs) associated with the Australia Transaction and an approximate $11 million impairment charge associated with the repurchase of three Prime facilities.

2022 Activity

On March 14, 2022, we completed the previously described partnership with MAM, in which we sold the real estate of eight Massachusetts-based general acute care hospitals, with a fair value of approximately $1.7 billion. See "New Investments" in this same Note 3 for further details on this transaction.

During 2022, we also completed the sale of 15 other facilities (including 11 properties sold on September 1, 2022 to Prime for proceeds of $366 million) and five ancillary properties for total proceeds of approximately $522 million and recognized a gain on the sale of real estate of approximately $100 million, along with a $42 million write-off of straight-line rent receivables due to the early termination of certain properties' expected lease terms.

2021 Activity

During the 2021 fourth quarter, we sold our interest in the operations of three operators (two of which were in Germany) for proceeds of approximately $54.5 million, resulting in a net gain of approximately $40 million.

During 2021, we also completed the sale of 16 facilities and an ancillary property for approximately $246 million, resulting in a net gain on real estate of approximately $52.5 million.

The properties sold during 2023, 2022, and 2021 do not meet the definition of discontinued operations.

Intangible Assets

At December 31, 2023 and 2022, our intangible lease assets were $1.0 billion ($0.9 billion, net of accumulated amortization) and $1.4 billion ($1.2 billion, net of accumulated amortization), respectively.

We recorded amortization expense related to intangible lease assets of $332.5 million (including $286 million for accelerating the amortization of the in-place lease intangibles related to the Utah properties associated with the Steward Utah Transaction as described in this same Note 3), $55.9 million, and $56.0 million in 2023, 2022, and 2021, respectively, and expect to recognize amortization expense from existing lease intangible assets as follows (amounts in thousands):

 

For the Year Ended December 31:

 

 

 

2024

 

$

40,934

 

2025

 

 

40,081

 

2026

 

 

39,933

 

2027

 

 

39,664

 

2028

 

 

39,330

 

 

As of December 31, 2023, capitalized lease intangibles have a weighted-average remaining life of 24.0 years.

Leasing Operations (Lessor)

We acquire and develop healthcare facilities and lease the facilities to healthcare operating companies. The initial fixed lease terms of these infrastructure-type assets are typically at least 15 years, and most include renewal options at the election of our tenants, generally in five year increments. Over 99% of our leases provide annual rent escalations based on increases in the CPI (or similar indices outside the U.S.) and/or fixed minimum annual rent escalations. Many of our domestic leases contain purchase options with

pricing set at various terms but in no case less than our total initial investment. Our leases typically require the tenant to handle and bear most of the costs associated with our properties including repair/maintenance, property taxes, and insurance.

The following table summarizes total future minimum lease payments to be received, excluding operating expense reimbursements, tenant recoveries, and other lease/loan-related adjustments to revenue (i.e., straight-line rents, deferred revenues, or reserves/write-offs), from tenants under noncancelable leases as of December 31, 2023 (amounts in thousands):

 

 

 

Total Under
Operating Leases

 

 

Total Under
Financing Leases

 

 

Total

 

2024

 

$

979,053

 

 

$

111,929

 

 

$

1,090,982

 

2025

 

 

994,198

 

 

 

114,224

 

 

 

1,108,422

 

2026

 

 

1,010,217

 

 

 

116,566

 

 

 

1,126,783

 

2027

 

 

1,064,958

 

 

 

118,954

 

 

 

1,183,912

 

2028

 

 

1,077,981

 

 

 

121,390

 

 

 

1,199,371

 

Thereafter

 

 

25,489,598

 

 

 

3,079,714

 

 

 

28,569,312

 

 

$

30,616,005

 

 

$

3,662,777

 

 

$

34,278,782

 

For all of our properties subject to lease, we are the legal owner of the property and the tenant's right to use and possess such property is guided by the terms of a lease. At December 31, 2023, we account for all of these leases as operating leases, except where GAAP requires alternative classification, including leases on 13 Ernest facilities that are accounted for as DFLs and leases on nine of our Prospect facilities and five of our Ernest facilities that are accounted for as a financing. The components of our total investment in financing leases consisted of the following (in thousands):

 

 

 

As of December 31, 2023

 

 

As of December 31, 2022

 

Minimum lease payments receivable

 

$

611,669

 

 

$

880,253

 

Estimated unguaranteed residual values

 

 

203,818

 

 

 

203,818

 

Less: Unearned income and allowance for credit loss

 

 

(571,059

)

 

 

(731,915

)

Net investment in direct financing leases

 

 

244,428

 

 

 

352,156

 

Other financing leases (net of allowance for credit loss)

 

 

987,202

 

 

 

1,339,167

 

Total investment in financing leases

 

$

1,231,630

 

 

$

1,691,323

 

 

The decrease in our investment in financing leases during 2023 is the result of selling three Prime facilities in the third quarter of 2023 and the sale of four Pennsylvania properties as part of the Prospect Transaction.

Other Leasing Activities

At December 31, 2023, our vacant properties represent less than 0.3% of total assets. We are in various stages of either releasing or selling these vacant properties.

See below for an update on some of our tenants:

Steward Health Care System

Utah Transaction

On May 1, 2023, Catholic Health Initiatives Colorado ("CHIC"), a wholly owned subsidiary of CommonSpirit Health ("CommonSpirit"), acquired the Utah hospital operations of five general acute care facilities previously operated by Steward (the "Steward Utah Transaction"). As a result of this transaction, we received $100 million on May 1, 2023, of the $150 million loan made in the 2022 second quarter (see "Other Investment Activities" in this same Note 3 for details). The new lease with CHIC for these Utah assets had an initial fixed term of 15 years with annual escalation provisions, along with early lessee purchase options at the greater of fair market value or our gross investment. As part of this transaction, we severed these facilities from the master lease with Steward, and accordingly accelerated the amortization of the associated in-place lease intangibles (approximately $286 million) and wrote-off approximately $95 million of straight-line rent receivables in 2023.

Operational and Liquidity Challenges

Steward delayed paying a portion of its September 2023 rent and paid only $16 million of its required $70 million of rent and interest obligations (including our share of rent due to the Massachusetts partnership with MAM) for the 2023 fourth quarter. Due to these payment shortfalls, we have engaged financial and legal advisors to advise us on our best options to protect our investments,

including the recovery of unpaid rent and interest. To this point, we funded a $60 million bridge loan in January 2024 secured by our existing collateral as well as new second liens on the managed care business of Steward. As discussed in Note 13 to the consolidated financial statements, we and certain of Steward’s asset backed lenders agreed to a new bridge facility in February 2024 and have funded an additional $37.5 million each to Steward. In addition to these fundings, we agreed to a forbearance agreement in which we consented to the deferral of unpaid rent and interest through December 2023, as well as a limited and tapering deferral of rent in 2024. Partial rent payments began in 2024, and we have received approximately $20 million through February 22, 2024. Per the forbearance agreement, full rent and interest payments are required to resume in June 2024.

Due to the operational and liquidity challenges that Steward is facing, we moved to the cash basis of accounting for our leases and loans with Steward effective December 31, 2023. This resulted in the reserving of all unpaid rent and interest receivables at December 31, 2023 and the reversal of previously recognized straight-line rent receivables. See table below for a detail of these and other charges recorded related to our investments in Steward in the 2023 fourth quarter (in millions):

Description

 

Amount

 

 

Income Statement
Classification

Reserve of unpaid rent and lease incentives

 

$

154

 

 

Rent billed

Reserve of straight-line rent receivables

 

 

224

 

 

Straight-line rent

Reserve of unpaid interest receivables

 

 

35

 

 

Interest and other income

Impairment charge on equity investment and other
   assets (1)

 

 

171

 

 

Real estate and other impairment charges, net

Impairment charge on real estate assets (2)

 

 

100

 

 

Real estate and other impairment charges, net

Reserve of unpaid rent and straight-line rent
   receivables in the MAM partnership

 

 

30

 

 

Earnings from equity interests

Total

 

$

714

 

 

 

(1)
For our non-real estate investments in Steward, we compared our carrying value of all such investments to the fair value of the underlying collateral, which resulted in a $90 million impairment to our equity investment. The remaining charge relates to reserving for other outstanding receivables, including receivables for reimbursement of property taxes and insurance.
(2)
For the real estate leased to Steward, we made a comparison of the projected undiscounted future cash flows with the net book value of each asset. For less than 10 of these properties, the carrying value was deemed not recoverable, and we recorded an impairment charge to reduce the carrying value to its estimated fair value. In estimating fair value for these properties, we, along with assistance from a third-party, independent valuation firm, used a combination of cost, market and income approaches using Level 3 inputs. The cost approach used comparable sales to value the land and cost manuals to value the improvements. The value derived from the market approach was based on sale prices of similar properties. For the income approach, we divided the expected operating income (i.e. rent revenue less expenses, if any) from the property by a market capitalization rate (range from 6.5% to 9.5%).

At December 31, 2023 and after the impairment charges discussed above, we believe our remaining investment in real estate leased to Steward, our equity and loan investments in Steward, and other assets are fully recoverable. However, no assurances can be given that Steward will be able to comply with the terms of the forbearance agreement, that we will be able to re-tenant or sell properties at favorable terms, or we will not have any additional impairments in future periods.

Alecto Healthcare Services LLC

On June 16, 2023, Alecto Healthcare Services LLC ("Alecto") filed for Chapter 11 bankruptcy in Delaware. At the time, we leased one property to Alecto in Sherman, Texas that has a net book value of approximately $11 million at December 31, 2023. We accounted for this lease with Alecto under the cash basis and did not recognize any revenue related to this property in the 2023 third or fourth quarters. As a result of this bankruptcy, we entered into a restructuring agreement involving the Sherman facility and American Healthcare Systems. Effective January 1, 2024, American Healthcare Systems is our new tenant, working under the terms of the existing lease that was in place with a term ending in January 2039.

Prospect

Starting January 1, 2023, we began accounting for our leases and loans to Prospect on a cash basis versus our normal accrual method. During 2023, we recognized approximately $96 million of revenue. Of this, approximately $82 million was recorded as part of the Prospect Transaction, in which we received additional investments in PHP Holdings, in lieu of cash, for the rent and interest that was owed. Subsequent to the Prospect Transaction, we recognized approximately $14 million of revenue representing cash received for rents on our California properties (in line with the amended terms of the master lease), rent on our Connecticut properties, and interest on the $75 million loan discussed earlier in this Note 3.

In regard to PHP Holdings, we account for our investment (both the equity investment and convertible loan) using the fair value option method. Each quarter, we mark such investment to fair value as more fully described in Note 10 to the consolidated financial statements. Subsequent to the Prospect Transaction in May 2023, we have recorded approximately $45 million of positive fair value adjustments, resulting in a total investment in PHP Holdings of approximately $700 million at December 31, 2023.

At December 31, 2023, we believe our remaining investment in the Prospect real estate, our investment in PHP Holdings, and other assets are fully recoverable, but no assurances can be given that we will not have any impairments in future periods.

Pipeline Health System

On October 2, 2022, Pipeline filed for reorganization relief under Chapter 11 protection of the United States Bankruptcy Code in the Southern District of Texas, while keeping its hospitals open to continue providing care to the communities served. On February 6, 2023, Pipeline emerged from bankruptcy. Per the bankruptcy settlement, Pipeline's current lease of our California assets remains in place, and we were repaid on February 7, 2023 for all rent that was outstanding at December 31, 2022, along with what was due for the first quarter of 2023. As part of the settlement, we deferred approximately $6 million, or approximately 30%, of rent in 2023 to be paid in 2024 with interest. As of December 31, 2023, Pipeline, representing less than 1.3% of total assets, was in compliance with the terms of our lease.

Other Tenant Matters

We have two other domestic operators that have seen a decline in operating results. For the properties leased to these operators and our loan to the international joint venture (combined representing approximately 2.5% of our total assets at December 31, 2023), we have determined that it is no longer probable that these tenants/borrower will be able to pay their future rent/interest in full. As a result, we reserved approximately $95 million of unpaid rent/interest receivables and straight-line rent receivables between the third and fourth quarters of 2023 and will account for future rent/interest for these operators under the cash method. We are currently in various stages of either selling or re-tenanting the related facilities. At December 31, 2023, we believe these real estate and loan investments are fully recoverable. However, no assurances can be given that we will not have any additional impairments in future periods.

Investments in Unconsolidated Entities

Investments in Unconsolidated Real Estate Joint Ventures

Our primary business strategy is to acquire real estate and lease to providers of healthcare services. Typically, we directly own 100% of such investments. However, from time-to-time, we will co-invest with other investors that share a similar view that hospital real estate is a necessary infrastructure-type asset in communities. In these types of investments, we will own undivided interests of less than 100% of the real estate and share control over the assets through unconsolidated real estate joint ventures. The underlying real estate and leases in these unconsolidated real estate joint ventures are generally structured similarly and carry a similar risk profile to the rest of our real estate portfolio.

 

The following is a summary of our investments in unconsolidated real estate joint ventures by operator (amounts in thousands):

 

Operator

 

Ownership Percentage

 

As of December 31, 2023

 

 

As of December 31, 2022

 

Swiss Medical Network

 

70%

 

$

472,434

 

 

$

454,083

 

MEDIAN

 

50%

 

 

471,336

 

 

 

482,735

 

Steward (Macquarie Transaction)

 

50%

 

 

394,052

 

 

 

417,701

 

Policlinico di Monza

 

50%

 

 

80,562

 

 

 

86,245

 

HM Hospitales

 

45%

 

 

56,071

 

 

 

57,139

 

Total

 

 

 

$

1,474,455

 

 

$

1,497,903

 

 

For 2023 and 2022, we received $69 million and $77 million, respectively, in dividends from these real estate joint ventures.

Investments in Unconsolidated Operating Entities

Our investments in unconsolidated operating entities are noncontrolling investments that are typically made in conjunction with larger real estate transactions in which the operators are vetted as part of our overall underwriting process. In many cases, we would

not be able to acquire the larger real estate portfolio without such investments in operators. These investments also offer the opportunity to enhance our overall return and provide for certain minority rights and protections.

 

The following is a summary of our investments in unconsolidated operating entities (amounts in thousands):

 

Operator

 

As of December 31,
2023

 

 

As of December 31,
2022

 

PHP Holdings

 

$

699,535

 

 

$

 

Steward (loan investment)

 

 

361,591

 

 

 

362,831

 

International joint venture

 

 

225,960

 

 

 

231,402

 

Swiss Medical Network

 

 

186,113

 

 

 

157,145

 

Priory

 

 

163,837

 

 

 

156,575

 

Aevis Victoria SA ("Aevis")

 

 

77,345

 

 

 

72,904

 

Steward (equity investment)

 

 

35,696

 

 

 

125,862

 

Aspris Children's Services ("Aspris")

 

 

15,986

 

 

 

16,023

 

Lifepoint Behavioral

 

 

11,429

 

 

 

200,827

 

Caremax

 

 

1,148

 

 

 

8,526

 

Prospect

 

 

 

 

 

112,777

 

Total

 

$

1,778,640

 

 

$

1,444,872

 

 

The change year over year primarily relates to the payoff of the Lifepoint Behavioral loan in February 2023, as part of the Lifepoint Transaction, and the new investment in PHP Holdings, as more fully described previously in the Prospect Transaction.

For our investments marked to fair value, we recorded approximately $45 million in favorable non-cash fair value adjustments during 2023 as shown in the "Other (including fair value adjustments on securities)" line of the consolidated statements of net income; whereas, this was a $2.3 million favorable non-cash fair value adjustment for 2022. The amount recorded in 2023 includes an approximate $45 million favorable fair market value adjustment to our investment in PHP Holdings and an approximate CHF 20 million favorable adjustment to our investment in Swiss Medical Network, partially offset by decreases in value from marking other securities to market, including our equity investment in the international joint venture.

Other Investment Activities

In 2023, we invested approximately $105 million for a participation in Steward's syndicated asset-backed credit facility, and we loaned an additional $40 million. On August 17, 2023, we sold the $105 million interest to a global asset manager for approximately $100 million, and Steward agreed to repay the remaining balance with interest at the credit facility rate. Steward repaid approximately $2 million of this $5 million loan on November 3, 2023.

Also in 2023, we received repayment of the CHF 60 million mortgage loan from Infracore that was originally made in the fourth quarter of 2022.

In 2022, we funded $150 million to Steward pursuant to a secured loan. The loan bears interest at a current market rate plus a component of additional interest upon repayment. The loan is prepayable without penalty ($100 million of which was repaid as part of the Steward Utah Transaction) and due January 1, 2028.

Concentrations of Credit Risks

We monitor concentration risk in several ways due to the nature of our real estate assets that are vital to the communities in which they are located and given our history of being able to replace inefficient operators of our facilities, if needed, with more effective operators. See below for our concentration details (dollars in thousands):

Total Assets by Operator

 

 

 

As of December 31, 2023

 

 

As of December 31, 2022

 

Operators

 

Total Assets (1)

 

 

Percentage of
Total Assets

 

 

Total Assets (1)

 

 

Percentage of
Total Assets

 

Steward

 

$

3,518,537

 

 

 

19.2

%

 

$

4,762,673

 

 

 

24.2

%

Circle

 

 

2,119,392

 

 

 

11.6

%

 

 

2,062,474

 

 

 

10.5

%

Priory

 

 

1,391,005

 

 

 

7.6

%

 

 

1,290,213

 

 

 

6.6

%

Prospect

 

 

1,092,974

 

 

 

6.0

%

 

 

1,483,599

 

 

 

7.5

%

Lifepoint Behavioral Health

 

 

813,527

 

 

 

4.4

%

 

 

985,959

 

 

 

5.0

%

Other operators

 

 

7,352,012

 

 

 

40.2

%

 

 

7,461,923

 

 

 

38.0

%

Other assets

 

 

2,017,397

 

(2)

 

11.0

%

 

 

1,611,159

 

 

 

8.2

%

Total

 

$

18,304,844

 

 

 

100.0

%

 

$

19,658,000

 

 

 

100.0

%

(1)
Total assets by operator are generally comprised of real estate assets, mortgage loans, investments in unconsolidated real estate joint ventures, investments in unconsolidated operating entities, and other loans.
(2)
Includes our investment in PHP Holdings of $700 million as part of the Prospect Transaction as further described in this same Note 3.

Total Assets by U.S. State and Country (a)

 

 

 

As of December 31, 2023

 

 

As of December 31, 2022

 

U.S. States and Other Countries

 

Total Assets

 

 

Percentage of
Total Assets

 

 

Total Assets

 

 

Percentage of
Total Assets

 

Texas

 

$

1,891,482

 

 

 

10.3

%

 

$

1,967,948

 

 

 

10.0

%

Florida

 

 

1,348,210

 

 

 

7.4

%

 

 

1,324,555

 

 

 

6.8

%

California

 

 

1,252,674

 

 

 

6.8

%

 

 

1,450,112

 

 

 

7.4

%

Utah

 

 

824,048

 

 

 

4.5

%

 

 

1,224,484

 

 

 

6.2

%

Massachusetts

 

 

732,550

 

 

 

4.0

%

 

 

761,694

 

 

 

3.9

%

All other states

 

 

3,726,145

 

 

 

20.4

%

 

 

4,245,306

 

 

 

21.6

%

Other domestic assets

 

 

1,397,170

 

 

 

7.6

%

 

 

1,028,946

 

 

 

5.2

%

Total U.S.

 

$

11,172,279

 

 

 

61.0

%

 

$

12,003,045

 

 

 

61.1

%

United Kingdom

 

$

4,261,944

 

 

 

23.3

%

 

$

4,083,244

 

 

 

20.8

%

Switzerland

 

 

735,891

 

 

 

4.0

%

 

 

748,947

 

 

 

3.8

%

Germany

 

 

734,630

 

 

 

4.0

%

 

 

664,900

 

 

 

3.4

%

Spain

 

 

252,529

 

 

 

1.4

%

 

 

222,316

 

 

 

1.1

%

Finland

 

 

218,322

 

 

 

1.2

%

 

 

224,152

 

 

 

1.1

%

All other countries

 

 

309,022

 

 

 

1.7

%

 

 

1,129,183

 

 

 

5.7

%

Other international assets

 

 

620,227

 

 

 

3.4

%

 

 

582,213

 

 

 

3.0

%

Total international

 

$

7,132,565

 

 

 

39.0

%

 

$

7,654,955

 

 

 

38.9

%

Grand total

 

$

18,304,844

 

 

 

100.0

%

 

$

19,658,000

 

 

 

100.0

%

 

Total Assets by Facility Type (a)

 

 

 

As of December 31, 2023

 

 

As of December 31, 2022

 

Facility Types

 

Total Assets

 

 

Percentage of
Total Assets

 

 

Total Assets

 

 

Percentage of
Total Assets

 

General acute care hospitals

 

$

11,764,151

 

 

 

64.3

%

 

$

13,386,376

 

 

 

68.1

%

Behavioral health facilities

 

 

2,576,983

 

 

 

14.1

%

 

 

2,727,326

 

 

 

13.9

%

Inpatient rehabilitation hospitals

 

 

1,445,399

 

 

 

7.9

%

 

 

1,418,603

 

 

 

7.2

%

Long-term acute care hospitals

 

 

270,849

 

 

 

1.5

%

 

 

277,772

 

 

 

1.4

%

Freestanding ER/urgent care facilities

 

 

230,065

 

 

 

1.2

%

 

 

236,764

 

 

 

1.2

%

Other assets

 

 

2,017,397

 

 

 

11.0

%

 

 

1,611,159

 

 

 

8.2

%

Total

 

$

18,304,844

 

 

 

100.0

%

 

$

19,658,000

 

 

 

100.0

%

 

(a)
For geographic and facility type concentration metrics in the tables above, we allocate our investments in operating entities pro rata based on the gross book value of the real estate. Such pro rata allocations are subject to change from period to period.

From a revenue concentration perspective and excluding reserves recorded during the year, Steward, Circle, and Prospect individually represented more than 10% of our total revenues for the years ended December 31, 2023, 2022, and 2021.

On an individual property basis, our largest investment in any single property was approximately 2% of our total assets as of December 31, 2023.

Related Party Transactions

Revenues earned from tenants and real estate joint ventures in which we had an equity interest (accounted for under either the equity or fair value option methods) during the year were $83.0 million, $135.5 million, and $63.9 million for 2023, 2022, and 2021, respectively.