Ventas Completes Acquisition of Wexford’s Life Science and Medical Real Estate

  • High-Quality Portfolio is Leased by Leading Universities, Academic
    Medical Centers and Research Companies
  • Consistent with Ventas’s Strategy to Drive Reliable Income and
    Growth from Institutional Quality Tenants
  • Establishes Growth Platform with Wexford Science & Technology, LLC,
    the Leading University-Focused Developer

CHICAGO–(BUSINESS WIRE)–Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today announced
that it has completed its previously announced acquisition of
substantially all of the life science and medical real estate assets of
Wexford Science & Technology, LLC (“Wexford”) from affiliates of
Blackstone Real Estate Partners VIII L.P. for $1.5 billion in cash.

“We are pleased to complete this accretive transaction, which marks
Ventas’s entry into the attractive life science business and provides
even more diversified, reliable income and growth for our shareholders,”
said Ventas Chairman and Chief Executive Officer Debra A. Cafaro. “With
attractive real estate leased by top universities, academic medical
centers and research companies, and a strategic partnership with leading
developer Wexford, the transaction adds high quality properties and
establishes a new platform for growth. With Wexford’s portfolio, we are
further solidifying Ventas’s position as the leading capital provider at
the intersection of healthcare and real estate.”

The acquired portfolio includes 23 operating properties that contain 4.1
million square feet, are 97 percent leased and represent a 2017 cash
yield of 6.8 percent. Ventas also acquired two development assets
pre-leased to Duke University and Wake Forest University that are
expected to produce a stabilized unlevered yield of approximately 7.5
percent. Finally, Ventas acquired nine development sites principally
contiguous to existing assets, two of which present near term
development opportunities.

Wexford will continue to manage the portfolio. As part of the
acquisition, Ventas also entered into a long term management and
pipeline agreement with Wexford, whereby Ventas will have exclusive
rights to jointly develop future projects with Wexford, which will be
independently owned and operated by its experienced, existing management
team.

“We are delighted to partner with Ventas and we see great opportunities
ahead as we continue to manage our existing high-quality portfolio,”
said Jim Berens, President of Wexford. “The combination of Wexford’s
development expertise and relationships together with Ventas’s financial
strength and long-term commitment should enable us to serve our clients,
develop exciting new projects and grow our business significantly.”

The transaction is expected to be immediately accretive to the Company’s
normalized funds from operations (“FFO”) per share. The impact of the
transaction is already reflected in the Company’s 2016 normalized FFO
per share guidance range of $4.05 to $4.13 issued in its July 29, 2016
press release. Ventas funded the transaction with $736 million in equity
raised in July 2016, cash on hand and draws on its revolving credit
facility.

About Ventas

Ventas, Inc., an S&P 500 company, is a leading real estate investment
trust. Its diverse portfolio of approximately 1,300 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, life science buildings, skilled
nursing facilities, specialty hospitals and general acute care
hospitals. Through its Lillibridge subsidiary, Ventas provides
management, leasing, marketing, facility development and advisory
services to highly rated hospitals and health systems throughout the
United States. More information about Ventas and Lillibridge can be
found at www.ventasreit.com
and www.lillibridge.com.

About Wexford

Wexford Science & Technology, LLC is a real estate company exclusively
focused on partnering with universities, academic medical centers and
research companies. Wexford targets strategic opportunities with
top-tier research universities that are directly on or contiguous to
dense, urban campuses.

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 the Company’s or its tenants’, operators’,
borrowers’ or managers’ expected future financial condition, results of
operations, cash flows, funds from operations, dividends and dividend
plans, financing opportunities and plans, capital markets transactions,
business strategy, budgets, projected costs, operating metrics, capital
expenditures, competitive positions, acquisitions, investment
opportunities, dispositions, merger or acquisition integration, 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.
These forward-looking statements are
inherently uncertain, and actual results may differ from the Company’s
expectations.
The Company does not undertake a duty to update
these forward-looking statements, which speak only as of the date on
which they are made.

The Company’s actual future results and trends may differ materially
from expectations depending on a variety of factors discussed in the
Company’s filings with the Securities and Exchange Commission.
These
factors include without limitation: (a) the ability and willingness of
the Company’s tenants, operators, borrowers, managers and other third
parties to satisfy their obligations under their respective contractual
arrangements with the Company, including, in some cases, their
obligations to indemnify, defend and hold harmless the Company from and
against various claims, litigation and liabilities; (b) the ability of
the Company’s tenants, operators, borrowers and managers to maintain the
financial strength and liquidity necessary to satisfy their respective
obligations and liabilities to third parties, including without
limitation obligations under their existing credit facilities and other
indebtedness; (c) the Company’s success in implementing its business
strategy and the Company’s ability to identify, underwrite, finance,
consummate and integrate diversifying acquisitions and investments; (d)
macroeconomic conditions such as a disruption of or lack of access to
the capital markets, changes in the debt rating on U.S. government
securities, default or delay in payment by the United States of its
obligations, and changes in the federal or state budgets resulting in
the reduction or nonpayment of Medicare or Medicaid reimbursement rates;
(e) the nature and extent of future competition, including new
construction in the markets in which the Company’s seniors housing
communities and medical office buildings (“MOBs”)
are located;
(f) the extent of future or pending healthcare reform and regulation,
including cost containment measures and changes in reimbursement
policies, procedures and rates; (g) increases in the Company’s borrowing
costs as a result of changes in interest rates and other factors; (h)
the ability of the Company’s tenants, operators and managers, as
applicable, to comply with laws, rules and regulations in the operation
of the Company’s properties, to deliver high-quality services, to
attract and retain qualified personnel and to attract residents and
patients; (i) changes in general economic conditions or economic
conditions in the markets in which the Company may, from time to time,
compete, and the effect of those changes on the Company’s revenues,
earnings and funding sources; (j) the Company’s ability to pay down,
refinance, restructure or extend its indebtedness as it becomes due; (k)
the Company’s ability and willingness to maintain its qualification as a
REIT in light of economic, market, legal, tax and other considerations;
(l) final determination of the Company’s taxable net income for the year
ended December 31, 2015 and for the year ending December 31, 2016; (m)
the ability and willingness of the Company’s tenants to renew their
leases with the Company upon expiration of the leases, the Company’s
ability to reposition its properties on the same or better terms in the
event of nonrenewal or in the event the Company exercises its right to
replace an existing tenant, and obligations, including indemnification
obligations, the Company may incur in connection with the replacement of
an existing tenant; (n) risks associated with the Company’s senior
living operating portfolio, such as factors that can cause volatility in
the Company’s operating income and earnings generated by those
properties, including without limitation national and regional economic
conditions, costs of food, materials, energy, labor and services,
employee benefit costs, insurance costs and professional and general
liability claims, and the timely delivery of accurate property-level
financial results for those properties; (o) changes in exchange rates
for any foreign currency in which the Company may, from time to time,
conduct business; (p) year-over-year changes in the Consumer Price Index
or the UK Retail Price Index and the effect of those changes on the rent
escalators contained in the Company’s leases and the Company’s earnings;
(q) the Company’s ability and the ability of its tenants, operators,
borrowers and managers to obtain and maintain adequate property,
liability and other insurance from reputable, financially stable
providers; (r) the impact of increased operating costs and uninsured
professional liability claims on the Company’s liquidity, financial
condition and results of operations or that of the Company’s tenants,
operators, borrowers and managers, and the ability of the Company and
the Company’s tenants, operators, borrowers and managers to accurately
estimate the magnitude of those claims; (s) risks associated with the
Company’s MOB portfolio and operations, including the Company’s ability
to successfully design, develop and manage MOBs and to retain key
personnel; (t) the ability of the hospitals on or near whose campuses
the Company’s MOBs are located and their affiliated health systems to
remain competitive and financially viable and to attract physicians and
physician groups; (u) risks associated with the Company’s investments in
joint ventures and unconsolidated entities, including its lack of sole
decision-making authority and its reliance on its joint venture
partners’ financial condition; (v) the impact of market or issuer events
on the liquidity or value of the Company’s investments in marketable
securities; (w) consolidation activity in the seniors housing and
healthcare industries resulting in a change of control of, or a
competitor’s investment in, one or more of the Company’s tenants,
operators, borrowers or managers or significant changes in the senior
management of the Company’s tenants, operators, borrowers or managers;
(x) the impact of litigation or any financial, accounting, legal or
regulatory issues that may affect the Company or its tenants, operators,
borrowers or managers; and (y) changes in accounting principles, or
their application or interpretation, and the Company’s ability to make
estimates and the assumptions underlying the estimates, which could have
an effect on the Company’s earnings.

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Contacts

Ventas, Inc.
Ryan K. Shannon
(877) 4-VENTAS