(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 trust (REIT (Recasts throughout, adding CEO detail and quote, NHP debt, advisers)
By Krishnakali Sengupta
BANGALORE, Feb 28 (Reuters) - 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 facilities.
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 assets.
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 facility operators.
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 rest.
The deal is expected to close in the third quarter and add to Ventas's normalized funds from operations immediately.
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)