Ventas acquires Nationwide Health Properties, Inc. (NHP)

Ventas acquired Nationwide Health Properties, Inc. (NHP) for $7.4 billion announced; approximately $7.6 billion at close (stock-for-stock), a transaction completed in July 2011, structured as all stock (0.7866 Ventas shares per NHP share). The deal was a Merger.

Nationwide Health Properties, Inc. (NHP) operates in Diversified healthcare REIT (seniors housing, skilled nursing, medical office), is based in United States (Newport Beach, CA headquartered target). Ventas acquired all outstanding shares of Nationwide Health Properties, Inc. (NYSE: NHP) in a stock-for-stock merger valued at $7.4 billion at announcement and approximately $7.6 billion at close, creating the leading healthcare REIT by equity value with pro forma equity value of approximately $17 billion and enterprise value of approximately $23 billion. NHP shareholders received 0.7866 Ventas shares per NHP share; Ventas holders were expected to own ~65% and NHP holders ~35% of the combined company. Three NHP directors joined the Ventas board.

Ventas said the combination increased the scale and diversification of the combined company and, with 70 percent of NOI from private-pay sources and a strong investment-grade balance sheet, positioned Ventas to compete for a broad spectrum of seniors housing and healthcare real estate opportunities.

Created the leading healthcare REIT by equity value with ~$23 billion enterprise value and 70% private-pay NOI. Combined investment platform and increased scale/diversification; three NHP directors added to the Ventas board. NHP merged into Ventas subsidiary (renamed Nationwide Health Properties, LLC)

With the completion of the NHP acquisition, Ventas is a $23 billion enterprise poised to thrive in the dynamic and growing healthcare real estate space. With 70 percent of our net operating income derived from private pay sources, a strong and flexible investment grade balance sheet and a powerful combined investment platform, Ventas is uniquely positioned to compete for a broad spectrum of seniors housing and healthcare real estate opportunities.Debra A. Cafaro, Chairman and CEO, Ventas

Advisory firms were not disclosed for this transaction.

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