Ventas to Acquire High Quality Canadian Seniors Housing Portfolio in Partnership with Le Groupe Maurice

• Ventas Invests in C$2.4 Billion Portfolio Through 85/15%
  Partnership with Le Groupe Maurice (“LGM”); LGM to Continue to Manage
  Portfolio
• 31 Class A Apartment-Like Seniors Housing Communities in Attractive
  Quebec Markets
• Well-Occupied, Stable Portfolio and Lease-Up Assets Expected to
  Deliver 4% NOI CAGR over Next 5 Years
• Additional Growth Expected from Four In-Progress Developments
• Exclusive Rights to Future Development Pipeline
• Establishes High Quality New Platform for Growth with LGM; Builds
  on Ventas’s Successful Strategy with Leading Operators
• Diversification of Ventas’s Portfolio, Business Model and Operator
  Base
• Transaction is Expected to be Accretive to Normalized FFO in 2020

CHICAGO–(BUSINESS WIRE)–$VTR–Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today announced
that it has signed a definitive agreement to acquire a Class A portfolio
of 31 purpose-built seniors housing communities and four in-progress
developments in the attractive Quebec market by investing through an
85/15 percent equity partnership with Le Groupe Maurice (“LGM”). The
portfolio is valued at C$2.4 billion (USD $1.8 billion) including
construction in progress. The deal establishes a new platform for growth
with leading developer and operator, LGM, a market leader in the design,
development and management of seniors housing communities in Quebec who
will continue to manage and further develop the portfolio under the Le
Groupe Maurice brand, maintaining its vision of quality and innovation.
Ventas will also have exclusive rights to fund and own all additional
developments under a pipeline agreement with LGM.

Le Groupe Maurice is a market leader in the design, development and
management of apartment like, independent living seniors housing
communities in Quebec. Founded in 1998, LGM has over 2,000 employees, a
seasoned, high-quality management team with deep industry knowledge and
a strong track record of development and operating success. LGM has
grown from one property in 2000 to 35 communities, all through
purpose-built development, and has a leading 9 percent market share in
Quebec with a highly regarded and recognized brand. The investment will
diversify and expand Ventas’s leading seniors housing operating
portfolio (“SHOP”) presence in the attractive and growing Canadian
market with a preferred seniors housing brand in Quebec.

“We are delighted to announce this accretive investment with Le Groupe
Maurice to obtain a strong portfolio with built-in growth potential from
existing and new developments in high-quality, attractive urban
markets,” said Ventas Chairman and Chief Executive Officer, Debra A.
Cafaro. “This transaction demonstrates the Ventas team’s commitment to
our pivot to growth as we execute on accelerating external growth
opportunities. The transaction enhances and diversifies our leading
portfolio and underscores our successful strategy of partnering with
best-in-class operators and developers,” Cafaro added.

The President and Founder of Le Groupe Maurice, Luc Maurice, said: “We
have built a leading seniors housing business over 20 years with very
strong brand awareness and market share across Quebec through a
commitment to quality and an energetic independent lifestyle for our
residents. Le Groupe Maurice’s team and employees are excited about this
partnership with Ventas and we look forward to expanding the business
and capitalizing on the significant opportunities we see in the growing
and attractive Canadian senior housing market.”

Highlights of the Transaction

• High Quality Portfolio of 31 Communities and Four In-Progress
  Developments Managed by LGM
  • Includes 28 stable, Class A, institutional quality apartment-like
    communities containing 7,885 units in high density, core urban
    markets with occupancy of nearly 97 percent, average units per
    community of 282, average age of 8 years and revenue per occupied
    unit of over C$2,600 per month.
  • Adds lease-up portfolio of three assets opening in 2019 containing
    1,032 units. LGM’s ten most recently completed and stabilized
    developments averaged 25 percent occupancy in month one and leased
    to over 90 percent occupancy on average in just 12 months.
  • These 31 communities are forecast to deliver four percent compound
    annual growth in net operating income (“NOI”) over the next five
    years.
  • The transaction also includes four in-progress developments
    expected to contain about 1,400 units in attractive locations in
    Montreal that are projected to open in late 2020 and 2021.
• Participation in Attractive Quebec Senior Housing Market
  • Canada’s senior housing market has delivered stable and growing
    cash flows, with limited new supply and attractive demand growth
    via an aging population.
  • Quebec offers a large, thriving senior housing market with a
    penetration rate approximating 18 percent (two times the Canadian
    average).
  • The Canadian 75 and over senior population is forecast to grow
    nearly 50 percent between 2018 and 2028.
• Attractive Valuation for Stable Cash Flows with Embedded Growth
  • C$2.4 billion total portfolio valuation (at 100
    percent, including assumption of C$1.3 billion of debt) for 31
    communities and four in-progress developments:
    • 28 stable assets: C$2.0 billion purchase price, estimated 5.5
      percent yield, acquired at or below replacement cost with a
      per unit cost of C$255 thousand.
    • Three lease-up assets: C$0.3 billion purchase price, estimated
      5.5 percent stabilized yield with a per unit cost of C$290
      thousand.
    • Four in-progress developments: C$0.1 billion invested to date;
      C$0.4 billion projected total cost, estimated 6.5 percent stabilized
      yield with a per unit cost of C$280 thousand.
    • Exclusive arrangement to fund and own all LGM development
      projects provides long-term sustainable growth.
  • Ventas investment equals 85 percent of C$2.4 billion total
    portfolio valuation and pro-rata share of partnership returns.
• Establishes New Platform for Growth with Exclusive Development
  Rights
  • Ventas and LGM will enter into an 85/15 percent partnership
    agreement that will own the 35 assets and future developments.
  • Ventas has secured exclusive rights to own and fund all LGM future
    developments under a pipeline agreement, which should provide
    long-term sustainable growth. New incremental developments are
    expected to average two to three new starts per year.
• Diversification of Portfolio, Business Model and Operator Base
  • Ventas’s pro forma Canadian portfolio increases from 41 properties
    to 76 properties and the NOI contribution from Canadian assets is
    expected to grow to seven percent of Ventas’s NOI; NOI from the
    Company’s Canadian SHOP portfolio is expected to represent 21
    percent of its total SHOP NOI.
  • These new communities offer an outstanding lifestyle for seniors,
    with a la carte services, active adult options, and apartment-like
    units, resulting in longer length of stay. Demand for the top-tier
    amenities for an active senior lifestyle at the assets is strong.
  • With the transaction, LGM would become a top ten Ventas operator
    by NOI, and is expected to represent approximately 4 percent of
    Ventas’s pro forma NOI by year end 2019.
• Positive Financial Impact
  • NOI from the 31 communities in 2020 is expected to range from
    C$123 to C$129 million (at 100 percent). The portfolio of 31
    assets is expected to deliver 4 percent compound annual growth
    rate in NOI over the next five years.
  • The transaction is expected to be neutral to 2019 normalized Funds
    from Operations (“FFO”) per share and accretive to 2020 normalized
    FFO by approximately $0.03 per share.

Approvals, Timing and Funding

The LGM transaction is expected to close in two phases. The first phase
– expected to close early in the third quarter of 2019 – includes a
C$987 million bridge loan from Ventas to LGM to enable it to buy out its
current private equity partner. The second phase, full investment and
partnership closing, is subject to the satisfaction of customary closing
conditions, including receipt of regulatory approvals, and is expected
to occur in the third quarter of 2019.

Advisors

As part of the LGM transaction, TD Securities is serving as exclusive
financial advisor, and Osler, Hoskin & Harcourt LLP is serving as legal
advisor, to Ventas. National Bank Financial Inc. is serving as exclusive
financial advisor, and McCarthy Tetrault LLP is serving as strategic and
legal advisor, to Le Groupe Maurice.

About Le Groupe Maurice

LGM is a market leader in design, development and management of
progressive residences for seniors in Quebec. Founded in 1998, LGM has a
portfolio of 35 communities, built and maintained to the highest
standard in the industry.

Ventas, an S&P 500 company, is a leading real estate investment trust.
Its diverse portfolio of approximately 1,200 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, university-based research and
innovation centers, inpatient rehabilitation and long-term acute care
facilities, and health systems. 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.

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)
the accuracy of estimates and assumptions that the Company used to
underwrite its acquisition of the interests in the partnership with LGM
and to determine the projected impact and benefits (including financial)
of the transaction, and the potential for the Company’s estimates or
assumptions, as well as the expected impact and benefits, to change as
additional information becomes available; (e) 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; (f) the nature and extent
of future competition, including new construction in the markets in
which the Company’s seniors housing communities and office buildings are
located; (g) the extent and effect of future or pending healthcare
reform and regulation, including cost containment measures and changes
in reimbursement policies, procedures and rates; (h) increases in the
Company’s borrowing costs as a result of changes in interest rates and
other factors, including the potential phasing out of the London
Inter-bank Offered Rate after 2021; (i) 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; (j) 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; (k) the Company’s
ability to pay down, refinance, restructure or extend its indebtedness
as it becomes due; (l) the Company’s ability and willingness to maintain
its qualification as a REIT in light of economic, market, legal, tax and
other considerations; (m) final determination of the Company’s taxable
net income for the year ended December 31, 2018 and for the year
ending December 31, 2019; (n) 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; (o)
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, development of new
competing properties, 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; (p) changes in
exchange rates for any foreign currency in which the Company may, from
time to time, conduct business; (q) year-over-year changes in the
Consumer Price Index or the U.K. Retail Price Index and the effect of
those changes on the rent escalators contained in the Company’s leases
and the Company’s earnings; (r) 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; (s) the impact of damage to the Company’s
properties for catastrophic weather and other natural events and the
physical effects of climate change; (t) 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; (u) risks associated with the Company’s office building
portfolio and operations, including the Company’s ability to
successfully design, develop and manage office buildings and to retain
key personnel; (v) the ability of the hospitals on or near whose
campuses the Company’s medical office buildings are located and their
affiliated health systems to remain competitive and financially viable
and to attract physicians and physician groups; (w) 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; (x) the
Company’s ability to obtain the financial results expected from its
development and redevelopment projects; (y) the impact of market or
issuer events on the liquidity or value of the Company’s investments in
marketable securities; (z) consolidation 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;
(aa) 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 (bb) 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.

Contacts

Ventas, Inc.
Juan Sanabria
(877) 4-VENTAS