Risk Factors.
−Removed: We have disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 risk factors which materially affect our business, financial condition, or results of operations.
−Removed: There have been no material changes from the risk factors previously disclosed, except as noted below.
−Removed: The intended benefits of the Care REIT acquisition may not be realized.
−Removed: On March 11, 2025, we announced a firm intention to make a cash offer to acquire Care REIT plc (“Care REIT”), which owns 137 care homes across England, Scotland and Northern Ireland.
−Removed: The acquisition is intended to be implemented by means of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the United Kingdom Companies Act 2006.
−Removed: The transaction has been unanimously approved by the boards of directors of both the Company and Target and has been approved by the requisite majorities of Target shareholders at the Target shareholder meetings convened to approve the transaction.
−Removed: The closing is conditioned on (i) sanction of the Scheme by the High Court of Justice of England and Wales and (ii) other customary conditions.
−Removed: If these conditions are not satisfied, the Care REIT acquisition will not be completed and the market price of our common stock may be adversely affected.
−Removed: Even if the Care REIT acquisition is successfully completed, the intended benefits may not be realized.
−Removed: The acquisition poses risks for our ongoing operations, including, among others;
−Removed: that senior management's attention may be diverted from the management of daily operations in our U.S.
−Removed: operations to the integration of the Care REIT properties;
−Removed: costs and expenses associated with any undisclosed or potential liabilities;
−Removed: that the Care REIT properties may not perform as well as anticipated;
−Removed: and unforeseen difficulties may arise in integrating operations in the United Kingdom into our company.
−Removed: As a result of the foregoing, we cannot assure you that the Care REIT acquisition will be accretive to us in the near term or at all.
−Removed: Furthermore, if we fail to complete the acquisition or realize the intended benefits of the Care REIT properties, the market price of our common stock may be adversely affected.
−Removed: We will be subject to additional risks from our investment in Care REIT and any other international investments.
−Removed: Care REIT will be our first major investment in the United Kingdom.
−Removed: We may also pursue other significant acquisition opportunities outside the United States, including in the United Kingdom and elsewhere in Europe.
−Removed: International investment may expose us to a variety of risks that are different from and in addition to those commonly found in our current markets.
−Removed: Our acquisition of Care REIT and any other investments we may make internationally will subject us to additional risks, including:
−Removed: • complying with a wide variety of foreign laws;
−Removed: • fluctuations in exchange rates between foreign currencies and the U.S.
−Removed: dollar and exchange controls;
−Removed: • limited experience with local business and cultural factors that differ from our usual standards and practices;
−Removed: • challenges in establishing effective controls and procedures to regulate operations in different regions;
−Removed: • the impact of regional or country-specific business cycles and economic instability;
−Removed: • the impact of extreme weather or weather-related conditions and other natural disasters that may affect specific locations in which our properties are located, including hurricanes, flash floods, sea-level rise and coastal erosion, that may affect Care REIT' properties or other properties we may acquire outside the United States;
−Removed: • political instability or civil unrest.
−Removed: If we are unable to adequately address these risks, they could adversely affect our business, financial position or results of operations.
+Added: We have disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 risk factors which materially affect our business, financial condition, or results of operations.
+Added: There have been no material changes from the risk factors previously disclosed.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.