Retirement News : Seniors : Ventas Completes Provident Senior Living Trust Acquisition

Ventas Completes Provident Senior Living Trust Acquisition

Date Added: 09-06-2005

Ventas, Inc. (NYSE: VTR - News; the "Company" or "Ventas") said today that it has completed the previously announced $1.2 billion acquisition of Provident Senior Living Trust that adds 68 high-quality, private-pay independent and assisted living properties containing 6,819 units to its extensive portfolio of assets. As a result of the transaction, 41 percent of the Company's annualized revenues will come from private-pay sources.
 
The Ventas portfolio is now comprised of 369 senior housing and healthcare facilities with excellent geographic distribution across 41 states. Its annualized revenues (as if all 2005 acquisitions closed on January 1) will increase to more than $370 million.

"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," Ventas Chairman, President and CEO Debra A. Cafaro said. "We expect the acquisition to be about $0.20 accretive to our 2006 normalized Funds From Operations (FFO) per share and to add to our internally generated annual cash flow growth."

The Company intends to provide updated guidance on its projected 2005 and 2006 normalized FFO following the completion of the Provident integration.

Provident shareholders, who approved the acquisition on June 6, received 0.4951 of a share of Ventas common stock and $7.81 in cash for each Provident share. Ventas funded the cash portion of the acquisition, repayment of certain Provident indebtedness and transaction costs with a combination of (a) proceeds from the sale of $350 million aggregate principal amount of five- and ten-year unsecured senior notes issued by Ventas Realty, Limited Partnership and Ventas Capital Corporation and (b) a draw on Ventas's revolving credit facility. The acquisition did not require the vote of Ventas shareholders.

Ventas said it expects the Provident acquisition to reduce the percentage of rent received by the Company from its primary tenant, Kindred Healthcare, Inc. (NYSE: KND - News), to about 54 percent of annualized revenues and to decrease the percentage of rent received from skilled nursing facilities to about 38 percent of annualized revenues.

No changes will be made to the Ventas Board of Directors or senior management team as a result of the Provident transaction.

In the transaction, Merrill Lynch & Co., Inc. acted as Ventas's exclusive financial advisor, and Friedman, Billings, Ramsey & Co., Inc. acted as Provident's financial advisor.

Ventas, Inc. is a leading healthcare real estate investment trust that owns and invests in healthcare and senior housing assets in 41 states. Its properties include hospitals, skilled nursing facilities and assisted and independent living facilities. More information about Ventas can be found on its website at http://www.ventasreit.com .

This press release 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. All statements regarding Ventas, Inc.'s ("Ventas" or the "Company") and its subsidiaries' expected future financial position, results of operations, cash flows, funds from operations, dividends and dividend plans, financing plans, business strategy, budgets, projected costs, capital expenditures, competitive positions, growth opportunities, expected lease income, continued qualification as a real estate investment trust ("REIT"), plans and objectives of management for future operations and statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will" and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and security holders must recognize that actual results may differ from the Company's expectations. The Company does not undertake a duty to update such forward-looking statements.

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