(Corrects reference to Pittsburgh Steelers in paragraph 6)
* Deal at a 15.5 pct premium to NHP's Friday close
* Deal expected to close in Q3
* Ventas CEO to lead combined company
* Deal includes $1.6 bln NHP debt
* Will be biggest U.S. healthcare real estate investment
(Recasts throughout, adding CEO detail and quote, NHP debt,
By Krishnakali Sengupta
BANGALORE, Feb 28 Ventas Inc is to
buy Nationwide Health Properties (NHP) for $5.8
billion in a stock deal that strengthens its position as the
biggest U.S. owner of senior housing and assisted living
Ventas is already the largest U.S. player in senior
housing after it bought the real estate assets of Atria
Senior Living Group for $1.5 billion in October,
and this deal leaves peers such as Health
Care REIT Inc , looking to buy into a rapidly ageing
U.S. population, with little to shop from among
publicly-listed healthcare REITs.
The senior housing market felt the brunt of the 2008-09
downturn as Americans became more selective on healthcare
spending, but it has seen an uptrend as affluent baby
boomers prepare to retire.
The market has seen a spate of acquisitions as companies
rush to deploy cash piles built up before the downturn.
Ventas, which owns and leases 643 facilities to
healthcare service providers, will now partner more than 100
hospital and hospice operators such as privately-held Atria,
Kindred Healthcare Inc and Sunrise Senior Living Inc
The deal is the latest strike by CEO Debra Cafaro, who
has been credited with turning around Ventas since she took
over in 1999. A reportedly keen Pittsburgh Steelers fan in
her early 50s and with a legal background, Cafaro will lead
the combined company.
"With Ventas's successful track record ... and NHP's
longstanding history of regional, asset-level acquisitions,
... the combined company will have a unique opportunity for
continued external growth," Cafaro said in a statement.
NHP brings a portfolio of 667 properties including close
to 300 senior housing facilities, skilled nursing
facilities, medical office buildings, continuing care
retirement communities, specialty hospitals, and other
Healthcare REITs invest in care properties such as
skilled nursing facilities and assisted and independent
living facilities. The REITs themselves do not provide
healthcare services. They lease their properties to care
Nationwide Health (NHP) shareholders will receive 0.7866
Ventas shares for each NHP share held -- representing a
premium of 15.5 percent to NHP's Friday close of $38.96.
Ventas shareholders will own about 65 percent of the
new, enlarged company, with NHP shareholders owning the
The deal is expected to close in the third quarter and
add to Ventas's normalized funds from operations
Centerview Partners LLC is financial adviser to Ventas
and J.P. Morgan Securities LLC is advising NHP.
Separately, Nationwide Health reported
October-December adjusted funds from operation of 60 cents a
share, just ahead of analyst estimates, according to Thomson
Reuters I/B/E/S, helped by strong revenue.
Ventas shares, which have gained 2 percent since it
reported fourth-quarter results earlier this month, closed
at $57.19 on Friday on the New York Stock Exchange.
(Reporting by Krishnakali Sengupta and Sweta Singh in
Bangalore; Editing by Ian Geoghegan)