Ventas (VTR) Board Approves Spin of Post-Acute/SNF Portfolio into Independent, Publicly-Traded REIT

Ventas (NYSE: VTR) that its Board of Directors has approved the spin-off of most of its post-acute/skilled nursing facility (“SNF”) portfolio into an independent, publicly traded REIT called Care Capital Properties, Inc. (“CCP”).

Ventas has declared a dividend distribution of one share of CCP common stock for every four shares of Ventas common stock held at the close of business on August 10, 2015, the record date for the distribution. Ventas shareholders are not required to take any action to receive the shares of CCP common stock in the distribution, and they will not be required to surrender or exchange their Ventas shares. Importantly, the number of Ventas shares owned by each shareholder will not change as a result of the distribution.

Ventas expects to complete the distribution of CCP common stock to its shareholders after the close of trading on August 17, 2015. Following the distribution, CCP will be listed on the New York Stock Exchange under the symbol “CCP” and will own, acquire and lease primarily skilled nursing facilities across the United States. Ventas’s common stock will continue to trade on the New York Stock Exchange under the symbol “VTR.”

“We are pleased to announce this significant step toward completing the spin-off of CCP, a pure play skilled nursing REIT,” said Ventas Chairman and Chief Executive Officer Debra A. Cafaro. “This transaction brings significant benefits to both Ventas and CCP. Following the completion of the spin, Ventas will have an outstanding portfolio and an enhanced growth profile with an increase in NOI contribution from top-tier operators and industry-leading private pay NOI composition. At the same time, we will maintain our diversification, scale, strong balance sheet and excellent dividend and cash flow growth. CCP will have a differentiated external growth strategy focused on attractive investment opportunities with regional and local operators. CCP will also benefit from an experienced management team, strong balance sheet and diversified portfolio with good coverage and growth through contractual escalations and redevelopment.”

“This is an exciting time for CCP as we approach our launch as a new public company poised for growth,” said Raymond J. Lewis, who will serve as CCP’s Chief Executive Officer. “As an independent company, CCP will be well positioned to use our strong balance sheet, equity currency and access to capital markets to work with our existing operators as well as new regional and local operators to capitalize on the many attractive investment opportunities in the fragmented skilled nursing market. We are energized by our myriad avenues for growth and I look forward to working with the CCP management team and Board of Directors as we work to complete the spin-off.”

CCP intends to elect and qualify to be taxed as a real estate investment trust for U.S. federal income tax purposes.

The completion of the distribution is subject to the satisfaction of customary closing conditions, including the effectiveness of the Registration Statement on Form 10 filed by CCP, which is expected to occur shortly.

Trading of Ventas and CCP Shares Before The Distribution Date

There is currently no market for CCP common stock. Shares of CCP common stock will be issued in book-entry form only, which means that no physical shares will be issued. CCP anticipates that “when issued” trading will begin on or about August 6, 2015 under the symbol “CCP WI”. Holders who sell the right to CCP common stock in the when-issued market on or before the distribution date will retain their shares of Ventas common stock. Upon the distribution, which is expected to occur after the close of trading on August 17, 2015, “when issued” trading is expected to end and “regular way” trading is expected to begin under the ticker symbol “CCP.”

Shares of Ventas common stock will continue to trade in the “regular way” market under the symbol “VTR” with the entitlement to receive the CCP common stock being distributed. Holders who sell Ventas common stock in the “regular way” market before and on the distribution date will also sell their right to receive CCP common stock. Investors should consult with their financial advisors about selling their shares of Ventas common stock on or after the record date and on or before the distribution date.

Shares of Ventas common stock will also trade in the “ex-distribution” market under the symbol “VTR WI” without the entitlement to receive the CCP common stock being distributed. Holders who sell Ventas common stock in the “ex-distribution” market on or before the distribution date will retain their right to receive CCP common stock in the distribution.

Advisors

Centerview Partners and Bank of America Merrill Lynch are serving as financial advisors to Ventas, and Wachtell, Lipton, Rosen & Katz is serving as legal advisor in connection with the spin-off.

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