Ventas (VTR), Kindred Healthcare (KND) Enter Expanded Partnership; Includes Acquisitions, Lease Extensions

November 14, 2016 7:00 AM EST

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Ventas, Inc. (NYSE: VTR) announced that it has reached mutually beneficial agreements with Kindred Healthcare, Inc. (NYSE: KND) that further enhance the companies’ longstanding relationship and improve both businesses. The agreements:

1. provide that Kindred will either acquire all 36 skilled nursing facilities (“SNFs”) owned by Ventas and operated by Kindred for $700 million, a 7% yield on current cash rent, in connection with Kindred’s previously announced plan to exit its SNF business, or renew the current lease on all unpurchased SNFs through 2025 at the current rent level; and

2. have extended the lease term to 2025 for all of Ventas’s Long Term Acute Care Hospitals (the “LTACHs”) operated by Kindred that were scheduled to mature in 2018 and 2020, at the current rent level.

“We are delighted to reach these agreements with Kindred, which enhance our strong relationship and position both companies for success,” Ventas Chairman and Chief Executive Officer Debra A. Cafaro said. “With these agreements, we are improving our portfolio and enhancing our ability to deliver reliable growth and income for our shareholders. Upon the expected sale of our 36 skilled nursing facilities, we will further reduce our skilled nursing rent to 1% of our total business, a trend we initiated in 2015 with the spin-off of most of our skilled nursing facilities. The agreements also provide Kindred with strategic flexibility and significant cost savings, as it continues to re-shape its business. These actions differentiate our high-quality portfolio of leading properties and continue our long track record of working cooperatively with our customers on innovative solutions.”

EXIT FROM SNF SEGMENT

To facilitate Kindred’s exit from its SNF segment, Ventas and Kindred have agreed that Kindred may purchase some or all of the 36 SNFs operated by Kindred for $700 million (or a pro rata portion thereof), representing a 7% yield on current annual cash rent of $49 million, on or prior to October 31, 2018. Any SNFs not so purchased by Kindred by April 30, 2018 will be automatically renewed until 2025 at the current rent level. Kindred has announced that it intends to resell the 36 purchased SNFs as part of its exit from its entire SNF business segment, which it expects to complete by year end 2017.

Pro forma for the expected sale, SNF rent in total will constitute 1% of Ventas’s net operating income (“NOI”) and total cash rent from Kindred will constitute 7% of Ventas’s NOI. Upon the sale of the SNFs, Ventas is expected to record a gain of over $600 million; however, there can be no assurance that the sale of the SNFs will occur or the terms or timing of such sale.

IMMEDIATE LTACH EXTENSION THROUGH 2025

Under the agreements, which evidence Kindred’s confidence in its leading LTACH business, Ventas and Kindred have immediately extended leases through 2025 on eight LTACH assets, representing over $39 million in annual cash rent, at the current rent level. These LTACH leases were previously up for renewal in 2018 and 2020. Ventas owns 31 LTACHs operated by Kindred and, prior to these agreements, 23 LTACHs already had lease terms that extended to 2023 and 2025. As a result of this extension, over 75% of the $121 million in annual cash Kindred LTACH rent is fully secured through 2025 and no leases with Kindred mature prior to 2023. Kindred successfully transitioned all of its LTACHs to a new reimbursement regime on September 1, 2016.

Finally, as part of the above agreements: on or before April 30, 2018, all of the Ventas-Kindred assets will be consolidated into a single Master Lease between the companies; upon the sale of the 36 SNFs to Kindred and Ventas’s receipt of proceeds totaling $700 million, Kindred will receive greater transactional flexibility under the Master Lease; Kindred will continue to guarantee all rent due to Ventas; and existing lease escalations for all SNFs whose leases are renewed, if any, will be immaterially improved for Ventas and all LTACH lease escalations will remain unchanged.



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