This week we report on the intervention by the UK’s Competition and Markets Authority (CMA) into acquisitions made by US healthcare REIT Welltower in the UK’s care market.

Essentially the CMA is pressuring Welltower to offload certain care homes out of the 600 it acquired in 2025 through buying both the propco and opco of the UK’s two largest care operators, Barchester and HC-One, as well as two smaller operators, Aria Care and Danforth Care, due to potential impacts on local market competition. Welltower also bought Care UK, the UK’s third largest for-profit care home group and fourth largest care group overall, in 2024.

This is not the first time the UK’s CMA has examined the impact of a merger on competition in localised care markets, nor the first time it has looked at an acquisition involving a REIT.

What is novel is that the CMA is raising concerns about the potential impact of a REIT owning multiple assets operated by different operators on local competition. Some will no doubt view this as regulatory overreach, perhaps motivated by the political unsavouriness of allowing a US investor to buy up as many UK care homes as it can get its hands on.

One important thing to remember is that Welltower, despite being a REIT, isn’t just buying the property. Someone close to the deal explained it in the following way:

“Their model is a RIDEA structure [from the REIT Investment Diversification and Empowerment Act, 2007]. They buy the wholeco, and then they retain ownership of the opco without the staff and set up an independent manco in which they own a stake to house the staff. They buy it all but then parcel it out.

“Welltower would argue that the managers they appoint are working at one step removed from them.”

But the CMA seems to have concluded that this corporate structure still leaves room for those running the care homes to be pushed towards anti-competitive practices where that’s in the ultimate owner’s, i.e. Welltower’s, interest.

This is hard to argue with as a theoretical point. But it does potentially open the floodgates to the CMA having to look much more closely at a plethora of other deals that create a situation where multiple operators in a market become owned by a single ultimate investor even when the investor is not intending to merge them, and to the charge of inconsistency if it doesn’t apply the same rigour in cases where this does apply but which aren’t as visible or politically charged.