Medipower: How much of the new NOI actually reaches shareholders after Phoenix and the minority layers

What This Follow-Up Is Isolating

The main article argued that Medipower’s real 2026 question is not just how much new NOI it is buying, but how much of that NOI can actually climb all the way to listed shareholders. This follow-up isolates that bridge.

The headline number is almost paradoxical. The 16-asset portfolio comes with representative NOI of about $19.9 million a year. The 7-asset portfolio comes with another $7.5 million. Together that is $27.4 million, almost the same as Medipower’s entire 2025 consolidated NOI of $27.378 million.

But $27.4 million of representative new NOI is not $27.4 million of shareholder economics. Even before debt service, corporate overhead, taxes, and option dilution, the shareholder bridge already runs through existing sharing layers, local partners and minorities in the legacy structure, and now also through Phoenix taking 49% of the economics in the new expansion layer.

That is the real test. If the acquisitions are read only through representative NOI, they look like a step-change. If they are read through the shareholder bridge, the story becomes much more modest and much more execution-dependent.

The chart above is not a profit forecast and not a cash-flow forecast. It only shows the base economic split implied by the disclosed ownership terms. Even at that level, the picture changes sharply: out of $27.4 million of representative NOI, the base economic side left to Medipower in the new portfolios is about $14.0 million, while about $13.4 million sits with Phoenix.

Layer One: Even Before Phoenix, Not All NOI Belonged To Medipower

The easiest mistake in reading Medipower is to assume that this leakage starts only in January 2026 with Phoenix. It does not. The gap already exists inside the legacy portfolio.

In the annual report, the company shows 2025 consolidated NOI of $27.378 million, but company-share NOI was only $24.665 million. In other words, even before Phoenix, $2.713 million was already cut out along the way, close to 10% of consolidated NOI.

This is not a random accounting gap. The holdings note shows that at year-end 2025 the company still held eight US property subsidiaries at 80%, plus one additional US vehicle at 51.64%. More importantly, the same note says that under some agreements the local partners may receive a profit share above their capital share once minimum return hurdles are achieved. So even inside what looks like 80% or 51.64%, the actual economics can lean further toward the local partner.

That is the first leakage layer. Not every US asset sits directly at the public-shareholder level. Some of the economics sit at AM West, some are shared with local partners, and in some cases the profit split itself is not perfectly aligned with the legal equity split.

The report also gives the accounting version of the same issue. In 2025, FFO under the authority method stood at $9.415 million before non-controlling interests. After a $1.717 million adjustment for those interests, FFO attributable to the company’s shareholders fell to $7.698 million. That is already an 18.2% haircut versus pre-NCI FFO. At the same time, year-end non-controlling interests on the balance sheet stood at $21.162 million.

The implication is straightforward: Medipower enters the Phoenix partnership not as a company whose entire NOI already belongs to listed shareholders, but as a company that already lives with a meaningful minority layer below the line.

Layer Two: Phoenix Takes Almost Half Of The New Growth Economics

The second layer is much larger. In the 16-asset portfolio, Medipower keeps 100% of the general-partner rights and 51% of the limited-partner rights, while Phoenix holds 49% of the limited-partner rights and contributes about $55 million, or 49% of the required equity. In the 7-asset portfolio, the annual report already frames the same logic, with 51% for Medipower, 49% for Phoenix, and expected total equity of about $44 million, of which about $22 million is expected from Phoenix.

Together, these two portfolios require about $154 million of equity based on the disclosed numbers, roughly half from Medipower and half from Phoenix. And when the equity layer is shared almost half-and-half, the economics of the NOI step-up are also shared almost half-and-half, at least in the simplest reading of the agreements.

This is exactly what makes the structure easier on funding but much harder on shareholder capture. Phoenix solves an equity problem. It does not solve a shareholder-capture problem.

There is also one non-obvious detail around the 7-asset transaction. In the February 26 immediate report, the company still said it was in negotiations with Phoenix over including the deal in the framework agreement. One month later, in the annual report, that same deal is already framed through the same 51% / 49% structure with expected shared equity of $44 million. In other words, management itself moved very quickly from “this may enter the Phoenix framework” to “this is already being read through the Phoenix structure.” For shareholders, that means the 7-asset NOI should already be viewed through the same shortened bridge.

That matters because the numbers are so large. The 16-asset portfolio’s $19.9 million of representative NOI plus the 7-asset portfolio’s $7.5 million almost equal Medipower’s entire 2025 consolidated NOI. But even if all of that NOI ultimately materializes, only about $14.0 million of it sits on Medipower’s side under the simple 51% split, before any other layer is applied.

Layer Three: Even That 51% Is Still Not Listed-Shareholder NOI

This is where the second common mistake appears. Once Phoenix is removed, it is tempting to say that the remaining 51% is already “Medipower’s.” That is still incomplete.

First, Medipower keeps 100% of the general-partner rights, and the agreements do leave room for ongoing payments to the general partner and for additional incentive economics in some cases. That means the real outcome could be somewhat better than a crude 51%-only reading. On the other hand, the listed-shareholder outcome could also be weaker, because below the partnership still sit AM West, existing local minorities in part of the portfolio, asset-level debt, finance costs, taxes, corporate costs, and the Phoenix option layer.

Second, the local-partner arrangements make clear that in some property vehicles the economics do not stop at the formal ownership split. There are dilution mechanisms, profit-allocation mechanisms, and cases in which local partners can receive a larger share than their equity interest after return hurdles are met. So even inside “Medipower’s share,” the right question remains how much truly flows upward.

Third, the Phoenix mechanism is not only about NOI sharing. It also includes an exit layer. Starting January 1, 2032, or in a change-of-control event, Phoenix can force the portfolio toward a sale process. Medipower has a buyout right, but if it does not exercise it, the portfolio goes to market. Phoenix also received unlisted options equal to 3% of the company’s share capital, plus rights to future options for up to another 2% tied to additional investments. So even if the partnership helps Medipower grow, it also embeds a clear cost of capital inside that growth.

The analytical takeaway is simple: representative NOI in the new transactions is an asset-level number. Shareholder economics are a layer number. Between the two now sit at least three clear cuts: local partners, non-controlling interests, and Phoenix.

What Needs To Be Measured From Here

If that is the right frame, then the correct metric for the coming quarters is not “how much new NOI closed,” but “how much of that new NOI gets through all the sharing layers.” That requires four very concrete checks.

First: whether the company starts showing growth in company-share NOI, not only in consolidated NOI. That is the cleanest immediate test of whether the new portfolio layer is actually enlarging Medipower’s retained economics.

Second: whether FFO attributable to shareholders starts growing faster than FFO before minorities. If the non-controlling-interest adjustment grows together with the portfolio, public shareholders will discover that the consolidated story is growing faster than the shareholder story.

Third: how the company ultimately reports the 7-asset transaction. In February it was still presented as a deal whose inclusion in the Phoenix framework was under negotiation. In March it was already framed as though it would sit inside the same structure. The next quarters will have to show whether that is indeed the final economic model.

Fourth: whether the new layer produces cash and AFFO for shareholders, not only more assets and more representative NOI. In 2025 that was still not the case. Consolidated NOI rose, but AFFO attributable to shareholders barely moved.

Bottom Line

This follow-up is not arguing that the Phoenix transactions are bad deals. They may be very good deals for Medipower as a platform, because they solve a real equity bottleneck and let the company step up in scale. But they also change the question shareholders need to ask.

Until now it was relatively easy to look at Medipower through NOI, occupancy, and valuation. From here, the right lens is value capture. And in that lens, the filings are fairly clear: even before Phoenix, the company did not retain all of the legacy portfolio’s economics, and after Phoenix nearly half of the economics of the new growth layer no longer remain on its side.

So the right 2026 question is not whether Medipower is building a bigger portfolio. The question is whether, after local partners, non-controlling interests, and Phoenix, it is also building a larger economic stake for listed shareholders.