Care ownership
month. Overseas investors mainly want predictability. They can price a known rule. They struggle to price a rule that might change after they have committed.
TCHE: Will we see more new ownership models? MM: I expect more variety. More management-agreement structures where the investor shares operating risk. More joint ventures between developers, investors and operators on new-build schemes. Some growth in employee ownership trusts as a succession route for founders who want to protect the culture. And continued not- for-profit activity, as the Welltower remedy purchases showed. Employee ownership trusts suit profitable, stable businesses and need a funding plan for deferred consideration. JV agreements need clear deadlock, exit and step-in terms.
TCHE: What impact could social care reform have? MM: It is the largest unknown. The Casey Commission now reports in summer 2027 and a ‘fair pay agreement’ is due from 2028/29. Higher pay without matching fee rates would hit operators reliant on local authority funding hardest and speed up exits. Investors are already asking for protection against a change in law in long- dated documents. I’d advise to look for change-in-law
clauses in leases and management agreements, fee uplift mechanisms in local authority contracts, watch Wales, where profit is being removed from children ‘s residential care, as a precedent people will cite.
TCHE: Will family-owned operators remain competitive? MM: The good ones will. Their advantage is trust and local knowledge. Their weakness is succession and access to capital. Those that formalise governance, bring in outside board experience and plan succession early will have options, including staying independent. Those that leave it late will be
I expect fewer very
large portfolio deals and more regional build-ups
sellers on someone else ‘s terms. Shareholder agreements, family
constitutions, share option and management incentive plans to retain the next tier of leaders.
TCHE: What might slow investment into the sector? MM: Three things. Policy uncertainty, especially talk of profit caps. Wage costs rising faster than fees. And a regulatory process that is slow or unpredictable, whether that is the CMA reviewing deals or the CQC processing registrations. Capital is mobile and other countries are competing for it. Registration delays directly affect completion timetables on asset deals and new openings. Conditions precedent and long-stop dates need realistic allowances.
TCHE: What are your thoughts on the ‘profiteering’ debate? MM: I would separate two things: a) A return on capital invested in buildings and services is how new beds get built, and public funding is not offering to replace it; and b) excessive leverage and opaque structures that take money out and leave a fragile operator behind are a different matter, and the sector should not defend them. The constructive answer is transparency: clear accounts, clear ownership and clear related-party charges. Operators who can show where the money goes have little to fear from that debate. Baroness Casey said there is “room for a mixed market”. Expect proposals on financial transparency and ownership disclosure. Advise clients to prepare now: group structure charts, intra-group charges and rent set at defensible levels.
TCHE: What would be your one prediction on how care ownership will look by 2030? MM: By 2030, anyone taking control of a care provider of meaningful size will have to tell the regulator in advance and show they are a suitable owner, and ownership of care homes will be publicly traceable to the ultimate investor. Welltower dealt with competition. The next step will deal with who the owner is. Local competition analysis will be as routine in care home deals as a CQC report review, and we will see at least one more sector deal resolved by local disposals. The CMA froze Healthcare Ireland ‘s purchase of Hutchinson Care Homes in the summer, and announced it is progressing with a probe last month (see TCHE news online).
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www.thecarehomeenvironment.com November 2026
TCHE: One piece of advice if you are seller? MM: Whatever you are planning, prepare as if you are selling in two years. The same preparation makes you a better buyer, a better borrower and a better-run business if you never sell at all. Run your own due diligence first. Fix what you can and disclose what you cannot. Surprises found by the buyer cost more than issues you raise yourself.
TCHE: One piece of advice if you are a buyer? MM: Sequence your consents before you sign: CMA, CQC, lender, landlord and commissioners. Put the risk of delay or forced disposal in the contract, not in a side conversation.
TCHE: One piece of advice for succession planning? MM: Start early and decide what you want to protect: price, people or legacy. The answer points to different routes, including trade sale, management buy- out or employee ownership.n
Monica Macheng
Monica Macheng is a partner and head of corporate healthcare at Hill Dickinson. A corporate lawyer with more than 20 years’ experience in the healthcare, social care, pharmaceutical and life sciences sectors, she advises providers, investors, funders and entrepreneurs on mergers and acquisitions, disposals, investments, joint ventures and corporate reorganisations on transactions ranging from owner-managed businesses to complex, high-value deals involving multinational organisations and private equity investors.
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