Slide 1: Investor Presentation – Spin-off of Post-Acute / SNF Portfolio and Planned Acquisition of Ardent
Investor Presentation– Spin-off of Post-Acute / SNF Portfolio and Planned Acquisition of Ardent
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although Ventas believes that the expectations reflected in any forward-lo
Slide 3: Ventas—Significant Strategic Transactions
Ventas—Significant Strategic Transactions Spin-Off of Post Acute / SNF Portfolio Acquisition of Ardent Spin-off most of its post-acute and SNF portfolio Creates two focused companies with distinct strategies Two companies with strong growth Two experienced management teams ~$1.4 billion investment (
Slide 4: Compelling Ventas Investment Thesis
Compelling Ventas Investment Thesis Ventas Positioned to Deliver Outstanding Financial and Operating Results Highest % Private Pay: 83% Dividend Increase — >10% Projected at Spin Best Dividend Payout Ratio Among Big 3 — Provides Significant Room for Growth Highly Experienced Management Team Strong R
Slide 5: Transactions Enhance Ventas Growth Rate and Segment Diversification
Transactions Enhance Ventas Growth Rate and Segment Diversification Ventas (Pre-Ardent & Spin-Off) PF Ventas (Post-Ardent & Spin-Off) International International Loan & Other Loan & Other Specialty Hospitals Seniors Housing NNN Seniors Housing NNN Specialty Hospitals Hospital Asset Mix(1) NOI % NOI
Slide 6: Ventas Growing with Leading Tenants and Operators
Ventas Growing with Leading Tenants and Operators % Total VTR NOI (2) Top 20 Operating Partners in the Industry Post-Acute Care Seniors Housing 11% 58% % Segment NOI From Top 20 Ranked Operators >95% ~80% Medical Office 20% ~70%(1) Hospitals 7% 100% Includes only Lillibridge and Pacific Medical Buil
Slide 7: Spin-Off Transaction Overview and Introduction to SpinCo
Spin-Off Transaction Overview and Introduction to SpinCo
Slide 8: Spin-Off Transaction Overview
Spin-Off Transaction Overview Mission: To own stable, quality NNN post-acute/SNF and other healthcare assets primarily operated by diversified mix of regional and local care providers that effectively serve their markets and grow through acquisitions and redevelopment Will consist of 355 properties
Slide 9: SpinCo Positioned for Success
SpinCo Positioned for Success SpinCo has Strong Growth Profile While Benefiting from Strategic Advantages Delivering Strong Cash Flows and Growth to Drive Shareholder Value Dedicated and experienced management team to implement and execute growth strategy SpinCo will have all the tools to pursue ext
Slide 10: SpinCo's Competitive Strengths
SpinCo’s Competitive Strengths Experienced in sector, REITs One of two pure-play REITs in the space Strong Ventas heritage Diversified portfolio Rent escalators provide internal growth Reimbursement environment is benign Quality care providers who efficiently serve their markets Large and fragmented
Slide 11: Triple-Net Lease Structure with a Diversified Operator Mix and Growing Rent
11 (1) (2) (3) (4) Triple-Net Lease Structure with a Diversified Operator Mix and Growing Rent Based on NOI. Excludes future acquisitions; pro forma for 2015 year-to-date acquisitions Per existing share. Coverage based on projected EBITDARM divided by expected run-rate rent. $0.53 - $0.55 Dividend (
Slide 12: SpinCo Portfolio Highlights
SpinCo Portfolio Highlights SpinCo is One of Two Large Public SNF-Focused REITs Large National Footprint Well-Advantaged to Capitalize on Favorable Industry Dynamics Nursing Home Hospital Senior Housing Operates in 37 States 355 Properties 44 Operators p:\presentation center\maps\ventas\us map\locat
Slide 13: SpinCo Management, Board and Timeline
SpinCo Management, Board and Timeline Board of Directors Douglas Crocker II will serve as non-executive Chairman (sole overlap with PF Ventas) Committed to best practices in corporate governance; building on Ventas legacy Independent executive management team dedicated to SpinCo SpinCo will have ~20
Slide 14: SpinCo Investment Highlights
SpinCo Investment Highlights Per existing share. Diversified Portfolio by Operator, Geography Enhancing Shareholder Value with Transparency and Strong, Growth-Focused Management Team Strong Balance Sheet, Access to Capital Markets 4.5x Net Debt to EBITDA Well-Positioned to Capitalize on External Gro
Slide 15: Ardent Acquisition Overview
Ardent Acquisition Overview
Slide 16: Ardent Transaction Overview
Ardent Transaction Overview Financial Overview Transaction Description Ventas to acquire Ardent Health Services (“AHS”) for $1.75 billion Concurrently, (a) Ventas would separate hospital operations (Ardent) from the real estate; (b) Ardent and Ventas will enter into long-term triple-net leases; and
Slide 17: Acquisition of Ardent Real Estate Assets
Based on post-closing year 1 EBITDARM and expected rent. Acquisition of Ardent Real Estate Assets Fee simple ownership (no purchase options) Long-term master leases >7% initial expected lease yield 2.9x initial cash coverage 2.5% annual rent escalators Long-Term Stable Cash Flows with Excellent Cove
Slide 18: Ardent Overview
Ardent Overview Top performing health systems in three key markets Top 10 For-Profit U.S. Hospital Operator with over 10,000 employees Highly experienced and well-regarded management team with proven track record $2 billion revenues Over 50% private pay revenue (commercial payors) High-quality hospi
Slide 19: Strong Performance in the Hospital Sector
Represents publicly reported year-over-year data for HCA, Tenet Health, Community Health Systems, LifePoint Hospitals, and Universal Health Services (where available). (1) 19 Source: CMS, American Hospital Association Annual Survey data and U.S. Census Bureau. 318 BPS Growing Population 65 and Over
Slide 20: Ardent Investment Highlights
Ardent Investment Highlights Strategic Acquisition in New Segment in Platform Built for Future Growth Significant Future Growth Opportunity in $1 Trillion Revenue U.S. Hospital Market with Minimal REIT Ownership Unique Consolidation Opportunity with Top-Ten For-Profit Hospital Operator Ventas Opport
Slide 21: Summary
Summary 21
Slide 22: Taking Ventas to the Next Level of Excellence
Taking Ventas to the Next Level of Excellence PF Ventas Positioned to Deliver Outstanding Financial and Operating Results Spin-Off of Post-Acute / SNF Portfolio Enhanced strategic focus at PF Ventas Improved FFO and NOI growth rate Increased NOI contribution from private pay assets and leading opera
Slide 23: Appendix
Appendix
Slide 24: SpinCo Process Overview
SpinCo Process Overview Distribution Process Distribution of SpinCo common shares via a special distribution to Ventas shareholders in an expected 1:4 ratio Following the distribution, Ventas shareholders will own shares in both PF Ventas and SpinCo The number of PF Ventas shares owned by each share
Slide 25: Attractive Industry Dynamics Supporting SpinCo
1.5%2.0%2.2%2.6%673.9%105.0%$505 $469 $478$336 $349 $363 $385$164 $172 $174 $176 $179Source: AHCA, U.S. Census Bureau, Eljay LLC and CMS data.25Average SNF Medicaid Rate Per DayAverage SNF Medicare Rate Per Day2013E2011E200720092005200320011999$0$150$300$276 $287 $312 $325 $301$108 $109 $118 $124 $1
Slide 26: Strong Hospital Sector Performance
Strong Hospital Sector Performance (1) +105.6% +173.6% +47.5% Hospital Stocks Have Outperformed the S&P as a Result of Increase in Insured Lives (ACA), Improved U.S. Employment Data and Demographic Trends 3-Year Indexed Stock Price Performance Equity Analyst Perspectives Acute Care Reimbursement FY
Slide 27: Non-GAAP Financial Measures
Non-GAAP Financial Measures This presentation includes forward-looking statements regarding estimated non-GAAP financial measures of initial year NOI and FFO for SpinCo, and certain NOI and FFO metrics for Ventas following the anticipated spin-off, based upon the assets currently expected to be owne