Ventas acquisition history

Provident Senior Living Trust contributed 68 high-quality, private-pay independent and assisted living properties containing 6,819 units. The acquisition lifted private-pay sources to 41 percent of Ventas's annualized revenues and brought the portfolio to 369 senior housing and healthcare facilities across 41 states. approximately $1.2 billion.

The Provident acquisition demonstrates our consistent focus on building a superior company designed to deliver reliable, growing cash flows and to benefit from the positive operating and demographic fundamentals in the long term care sector. With an enterprise value of $4.5 billion, Ventas's portfolio is well diversified by tenant, by asset type and by geography.Debra A. Cafaro — Chairman, President and CEO, Ventas

A diverse portfolio of healthcare and seniors housing properties acquired from entities affiliated with Canada's Reichmann family. The announced portfolio held 67 properties across 16 states and four asset groups (high-end CCRCs and dementia care in southern California, skilled nursing and rehab hospitals in Kentucky, and newer assisted living communities across the Southeast and mid-Atlantic). At close, 64 assets were purchased for $602.4 million; two Elmcroft assets ($18.5M) were delayed pending HUD loan-assumption approval and one $28M asset was excluded. approximately $649 million announced; $602.4 million paid for 64 assets at close.

The Senior Care acquisition represents our commitment to sustained growth and diversification. With this transaction, we add an important new tenant relationship to our growing group of tenant-operators, increase our private pay revenues, achieve strong returns.Debra A. Cafaro — Chairman, President and CEO, Ventas

Ventas acquired the assets of Sunrise Senior Living REIT (TSX: SZR.UN), a portfolio of 77 high-quality private-pay senior housing communities, for Cdn $1.2 billion in cash plus assumption of all outstanding debt, valuing the transaction at approximately Cdn $2.26 billion. All outstanding units were redeemed at Cdn $16.50 per unit. The deal included exclusive development arrangements with Sunrise Senior Living, Inc. approximately Cdn $2.26 billion total (approximately USD $1.96 billion); Cdn $1.2 billion cash plus assumed debt.

The acquisition of Sunrise REIT, with its 77 high quality private pay senior housing communities, is a major milestone for Ventas and we are pleased to have successfully completed the transaction. We also look forward to a strong and productive relationship with Sunrise Senior Living, Inc., including our exclusive development arrangements that should lead to significant accretive acquisitions in the United States and Canada.Debra A. Cafaro — Chairman, President and CEO, Ventas

Ventas acquired substantially all of the real estate assets of privately-owned Atria Senior Living Group for $3.1 billion. The deal added 118 high-quality, private-pay seniors housing assets (110 stable plus eight redevelopment) with approximately 13,500 units, concentrated in strong-demographic markets including the New York metro area, New England, Boston and California. Atria was the 4th largest U.S. operator of assisted living and was owned by funds managed by Lazard Real Estate Partners. Prior to closing Atria spun off its management company, which continued to operate the assets under a contract with Ventas. approximately $3.1 billion ($1.35 billion Ventas stock, $150 million cash, plus assumption/repayment of $1.6 billion net debt).

The addition of 118 exceptional seniors housing assets in highly desirable locations will increase the portion of our net operating income received from private pay assets to over two-thirds of our total NOI and will establish Ventas as the largest owner of seniors housing communities in the United States.Debra A. Cafaro — Chairman, President and CEO, Ventas

Ventas acquired all outstanding shares of Nationwide Health Properties, Inc. (NYSE: NHP) in a stock-for-stock merger valued at $7.4 billion at announcement and approximately $7.6 billion at close, creating the leading healthcare REIT by equity value with pro forma equity value of approximately $17 billion and enterprise value of approximately $23 billion. NHP shareholders received 0.7866 Ventas shares per NHP share; Ventas holders were expected to own ~65% and NHP holders ~35% of the combined company. Three NHP directors joined the Ventas board. $7.4 billion announced; approximately $7.6 billion at close (stock-for-stock).

With the completion of the NHP acquisition, Ventas is a $23 billion enterprise poised to thrive in the dynamic and growing healthcare real estate space. With 70 percent of our net operating income derived from private pay sources, a strong and flexible investment grade balance sheet and a powerful combined investment platform, Ventas is uniquely positioned to compete for a broad spectrum of seniors housing and healthcare real estate opportunities.Debra A. Cafaro — Chairman and CEO, Ventas

Ventas acquired Cogdell Spencer Inc. (NYSE: CSA) and its 72 high-quality medical office buildings plus its MOB property management business (managing 44 additional MOBs) in an all-cash transaction at $4.25 per share. The deal expanded Ventas's MOB business to over 20 million square feet (over 21 million at close) and made Ventas the largest owner of MOBs in the U.S. Cogdell sold its Erdman design-build business prior to closing. approximately $760 million to $770 million including share of debt ($4.25 per share, all cash).

With the closing of the accretive Cogdell acquisition, Ventas is now the largest owner of medical office buildings in the U.S. with over 21 million square feet of owned and managed properties. This transaction increases our MOB portfolio from 12 percent to 15 percent of our total business, and we now have a coast-to-coast presence that is second to none in the healthcare real estate industry.Debra A. Cafaro — Chairman and CEO, Ventas

With over 25 years serving leading healthcare systems, hospitals and physicians, we look forward to working with Cogdell's clients. We now have over 60 strong hospital relationships, making Ventas well positioned to grow and to continue delivering value to our clients and stakeholders.Todd W. Lillibridge — EVP of Medical Property Operations, Ventas

Ventas acquired American Realty Capital Healthcare Trust, Inc. (NASDAQ: HCT) via an Agreement and Plan of Merger. The deal expanded Ventas's medical office building franchise by 4 million square feet, added over 20 new health systems to its client base and 10 new senior living operators. HCT shares converted into the right to receive either 0.1688 Ventas shares or $11.33 cash per share at each holder's election, resulting in issuance of approximately 28.4 million Ventas shares plus ~1.1 million redeemable units.

We are pleased to complete this attractive acquisition, which furthers our strategy of building a high-quality, diversified portfolio of healthcare and seniors housing assets that produce reliable growing cash flows. We have expanded our best-in-class medical office building franchise, adding 4 million square feet and over 20 new health systems to our client base and 10 new senior living operators to our business.Debra A. Cafaro — Chairman and CEO, Ventas

We are delighted to combine HCT with Ventas, one of the leading and most successful REITs globally. We assembled an excellent portfolio of medical office buildings and private pay senior living communities and delivered strong returns for our investors.Thomas P. D'Arcy — CEO, American Realty Capital Healthcare Trust

Ventas acquired privately-owned Ardent Medical Services, Inc. (Ardent Health Services), one of the ten largest for-profit hospital companies in the U.S., for $1.75 billion in cash. Concurrent with closing, Ventas separated Ardent's hospital operations from its owned real estate, folded the real estate into the Ventas portfolio under long-term triple-net leases, and an Equity Group Investments (EGI)-controlled entity acquired a majority stake in the operating company while Ventas retained a 9.9 percent interest. Ardent (owned by funds managed by Welsh, Carson, Anderson & Stowe) generated approximately $2 billion in annual revenue with over 50 percent from commercial payors, operating in Amarillo TX, Tulsa OK and Albuquerque NM.

Ventas has completed its acquisition of AHS, and an EGI affiliate has completed its majority investment in a newly capitalized hospital operating company, which will continue to be branded Ardent.Ventas — EGI and Ardent Health Services joint statement, August 4, 2015

Ventas acquired New Senior Investment Group Inc. (NYSE: SNR) in an all-stock merger valued at approximately $2.3 billion including ~$1.5 billion of New Senior debt. New Senior brought a high-quality, geographically diversified portfolio of 103 private-pay senior living communities (102 independent living) totaling 12,404 units across 36 states. New Senior shareholders received 0.1561 newly issued Ventas shares per share (~$9.10 per share, a 31% premium to the 30-day average). approximately $2.3 billion (including ~$1.5 billion of New Senior debt), all stock.

The acquisition of the New Senior portfolio positions Ventas to capture the powerful senior housing upside at a cyclical inflection point, adds a high quality independent living portfolio in advantaged markets with positive supply and demand fundamentals, and builds on existing relationships with leading operators and our deep experience in independent living at an attractive valuation that is accretive to Ventas.Debra A. Cafaro — Chairman and CEO, Ventas