Ventas Buying American Realty Capital Healthcare Trust for $2.6B

Ventas, Inc. announced that it had entered into an agreement to acquire all of the outstanding shares of American Realty Capital Healthcare Trust(ARC Healthcare) in a stock and cash transaction valued at $2.6 billion, or $11.33 per ARC Healthcare share. The deal calls for A.R.C. Healthcare shares to be converted into a fixed number of Ventas shares based upon a negotiated Ventas stock price of $67.13. A.R.C. Healthcare shareholders can elect to receive either 0.1688 of a Ventas common share or $11.33 in cash for each share of A common stock they own, according to a New York Times article. ARC Healthcare's seniors housing operating portfolio, which comprises 27 percent of the NOI, includes 29 communities managed by eight operators, is currently 94% occupied.

"These acquisitions are consistent with our stated strategy to be the leading owner of healthcare and senior living properties globally, and position Ventas to continue to deliver growth and consistent superior returns to our shareholders," Ventas Chairman and Chief Executive Officer Debra Cafaro said. "With the addition of ARC Healthcare and the Canadian seniors housing communities, we are continuing our focus on private pay assets, expanding our industry-leading MOB footprint and international presence, and increasing our diversification while maintaining a strong credit profile and balance sheet. With these two accretive transactions, Ventas continues our excellent track record of value creating acquisitions."

"We are very excited to announce this transaction which delivers our shareholders a compelling premium to the Company's listing, tender offer and five day volume weighted average price ("VWAP") prior to today's announcement. In addition, it provides them the opportunity to participate in the future growth of what will become the largest, and in my view, best managed healthcare REIT and 6th largest overall REIT in the country," said Nicholas Schorsch, Executive Chairman of ARC Healthcare. "Ventas is an ideal strategic partner given its complementary and broadly diversified real estate portfolio, outstanding history of value creation, and extraordinary record of dividend growth. In keeping with our commitment and past practice of aligning management and shareholder interests, the ARC Healthcare management team has elected to take all consideration for this transaction in stock of the combined company."

For more news and information visit Blumberg Capital Partners.

Ventas Pays $242M for Atria's Management Company

Ventas, Inc. announced that it had acquired 100% of various private investment funds, previously managed by Lazard Frères Real Estate Investors, for $242 million. Ventas paid $1.5 billion two years ago for the real-estate assets of Atria Senior Living Group, at which point Atria's management company spun off into a separate entity and continued to manage the assets under a new contract with Ventas.

Atria remains the same corporate and licensed entity and will continue to manage for Ventas a portfolio of 118 high-quality, private pay senior living communities containing approximately 13,600 units that are located in major metropolitan markets with strong wealth demographics. While Ventas now owns 100% of Atria, Atria's Chairman and Chief Executive Officer John Moore will continue to lead Atria, one of the nation's premier providers of senior living care services.

"We have been working closely with Ventas to finalize this transaction, and we are so pleased that today we can announce its completion," said John A. Moore, Atria's Chief Executive Officer, in a press release. "This has been a complicated process, especially the structure of the transaction and the portfolio location in high barrier-to-entry real estate markets that have complex regulatory frameworks, but I believe that our ability to work together with the Ventas team to ensure a smooth transition is a great sign of things to come. We couldn't be more excited about what the future holds."

"We are excited to complete this strategic transaction, creating additional alignment and capacity to grow our private pay senior housing business with Atria," Ventas Chairman and Chief Executive Officer Debra A. Cafaro said. "Atria is one of the nation's premier providers of care to seniors, with a robust reporting and regulatory infrastructure. Its experienced team has delivered outstanding results. We are proud to expand our relationship with Atria, ensure its continued success and create additional opportunities for growth," she added.

For more news and information visit Blumberg Capital Partners.

Ventas Acquires Cogdell Spencer

Ventas, Inc. announced this week that it would acquire Cogdell Spencer Inc., a real estate investment trust (REIT) with 72 medical office buildings (MOB), according to a Bloomberg report. Cogdell shareholders will get $4.25 per share; at closing, Ventas's investment, including its share of debt, is expected to approximate $760 million to $770 million, before anticipated transaction expenses. Cogdell has reached an agreement under which Cogdell's design-build and development business will be sold to an affiliate of Lubar & Co., a private equity firm affiliated with David Lubar, prior to completion of the Ventas transaction.

"We are delighted to announce this strategic and accretive acquisition that further broadens our footprint in the attractive MOB sector, continues to diversify our business and tenant relationships and keeps our balance sheet strong," Ventas Chairman and Chief Executive Officer Debra A. Cafaro said. "Cogdell's high-quality properties enhance our medical office building market presence, especially in the southeast, and provide an opportunity to scale our Lillibridge Healthcare Services subsidiary platform. We look forward to successfully integrating the Cogdell properties into the Ventas portfolio."

After the deal, "Ventas will have the leading MOB business in the U.S., with over 20 million square feet owned or managed, and a coast-to-coast presence that is second to none in the healthcare real estate industry," Todd Lillibridge, executive vice-president of medical property operations at Ventas, said in a Reuters report.

For more news and information visit Blumberg Capital Partners.

Dispute Between HCP and Ventas Over Sunrise Senior Living

A new article from the Wall Street Journal, Battle Royal in Health-Care World, examines the fate of Sunrise Senior Living after a four year takeover move. According to the article, HCP Inc. recently sent a $102 million check to Ventas Inc., but Ventas now says it's seeking punitive damages, which Richard Anderson, an analyst at BMO Capital Markets, estimates could run as high as $300 million. An excerpt from the article:

Ventas's move opens a new chapter in a battle that has transfixed the typically collegial world of health-care real estate. It dates back to Ventas's C$1.8 billion (US$1.75 billion) acquisition of Sunrise Senior Living, a Canadian real-estate investment trust, in April 2007. Chicago-based Ventas successfully argued in federal court in Kentucky that HCP, sabotaged its deal with Sunrise after losing in the bidding process, forcing Ventas to pay a higher price.

The players know each other well. Ventas Chief Executive Debra Cafaro was a classmate of HCP Chief Executive Jay Flaherty at the University of Notre Dame.

Even if Ventas succeeds in collecting punitive damages, the financial pain won't be great for Long Beach, Calif.-based HCP, which has a market capitalization of $15 billion.

For more news and information visit Blumberg Capital Partners.

Ventas Acquires $3.1B in Real Estate Assets from Atria

Ventas, Inc. announced this week that it had completed the acquisition of $3.1 billion in 118 properties with the aide of Red Mortgage Capital, Berkadia Commercial Mortgage and PNC Bank according to a National Real Estate Investor article. Ventas acquired the 118 community portfolio through mergers of Atria Senior Living Group, Inc., and certain other companies that owned communities previously managed by the group, with Ventas subsidiaries. The lenders originated more than 120 commercial mortgage loans made to subsidiaries of Atria noted Thomas Hauser, partner at Ballard Spahr, which led the legal team that advised the lenders in the transactions.

"We are gratified to acquire this exceptional portfolio of seniors housing communities located in affluent coastal markets managed by Atria Senior Living, an industry leading manager," Ventas Chairman and Chief Executive Officer Debra A. Cafaro said. "This transaction demonstrates Ventas's strength at structuring and completing complex, multi-party transactions collaboratively. We are excited to join forces with Lazard Real Estate Partners and Atria's management team."

"We have been working closely with Ventas to finalize this transaction, and we are so pleased that today we can announce its completion," said John A. Moore, Atria's Chief Executive Officer. "This has been a complicated process, especially the structure of the transaction and the portfolio location in high barrier-to-entry real estate markets that havecomplex regulatory frameworks, but I believe that our ability to work together with the Ventas team to ensure a smooth transition is a great sign of things to come. We couldn't be more excited about what the future holds."

For more news and information visit Blumberg Capital Partners.

Ventas Acquiring NHP for $7.4B

Ventas, Inc. and Nationwide Health Properties, Inc. (NHP) announced that both companies have unanimously approved a definitive agreement under which Ventas will acquire all of the outstanding shares of NHP in a stock-for-stock transaction valued at $7.4 billion according to a Forbes article. The new company will be the largest health care REIT, operating 1,300 assets in 47 states, the District of Columbia and two Canadian provinces. The new company is expected to have pro forma equity value of roughly $17 billion and pro forma enterprise value of $23 billion. The deal is expected to close in the third quarter of 2011, pending regulatory and shareholder approvals.

"The combination of Ventas and [Nationwide] increases the scale and diversification of the combined company, the strength and flexibility of the company's balance sheet and the quality and geography of the assets," said Ventas Chairman and Chief Executive Debra Cafaro in a statement.

"For [Nationwide] shareholders, Ventas is the right partner, bringing the right value at the right time," said Douglas Pasquale, Newport Beach, Calif.-based Nationwide's chairman and CEO, in a statement. "Our shareholders, property operators and tenants will all benefit from our expanded strength, diversification and capabilities."

For more news and information visit Blumberg Capital Partners.