New Senior Investment Group shareholder John Cumming has amended his December lawsuit against the real estate investment trust’s board that alleges that members acted in their own self-interest when they acquired 28 independent living properties from affiliates of Holiday Retirement for $640 million in 2015, reports Law 360.
In his lawsuit, which was amended June 8, Cumming said that the Holiday portfolio had been majority-owned by a Fortress Investment Group private equity fund.
The purchase, he said, resulted in profits for board members Wesley Edens and Susan Givens, co-founder and managing director of Fortress, respectively, but losses of more than $100 million for New Senior shareholders when the company’s stock value decreased. Givens also is CEO of New Senior.
In addition to Fortress Investment Group, Edens and Givens, also named in Cumming’s complaint are Virgis W. Colbert, Michael D. Malone, Stuart A. McFarland, Cassia van der Hoof Holstein, FIG LLC, Fortress Operating Entity I LP, FIG Corp. and Holiday Acquisition Holdings LLC, New Senior said in a March filing with the Securities and Exchange Commission. The suit alleges that those named breached fiduciary duties or aided and abetted the alleged breaches, the REIT noted.
New Senior said it planned to move to dismiss Cumming’s original complaint, filed Dec. 30. “We do not expect our current and any threatened legal proceedings to have a material adverse effect on our financial position or results of operations,” the REIT said in the filing, noting, however, that the outcomes of such proceedings are inherently unpredictable.
Holiday Retirement is the largest operator in New Senior’s $3.3 billion portfolio, representing 77% of the REIT’s net operating income, with 51 triple-net lease properties and 65 managed properties, according to supplemental information the REIT released in May in relation to its first-quarter earnings call.
