1.5 billion

17
EXCELLENCE. SUSTAINED. ACQUISITION OF WEXFORD LIFE SCIENCE AND MEDICAL REAL ESTATE LEASED BY LEADING UNIVERSITIES, ACADEMIC MEDICAL CENTERS AND RESEARCH COMPANIES JULY 2016

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Page 1: 1.5 billion

EXCELLENCE.SUSTAINED.

ACQUISITION OF WEXFORD LIFE SCIENCE AND MEDICAL REAL ESTATE LEASED BY LEADING UNIVERSITIES, ACADEMIC MEDICAL CENTERS AND RESEARCH COMPANIESJULY 2016

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1

FORWARD-LOOKING STATEMENTS

This presentation contains “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. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. The forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. Readers of these materials are cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. The most important factors that could prevent the Company from achieving its stated goals include, but are not limited to: (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 the Company harmless 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, including investments in different asset types and outside the United States; (d) macroeconomic conditions such as a disruption of or a 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; (e) the nature and extent of future competition, including new construction in the markets in which the Company’s seniors housing communities and medical office buildings are located; (f) the extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; (h) 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; (i) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (j) 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 or manager, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant or manager; (k) consolidation activity 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; and (l) the other factors set forth in the Company‘s periodic filings with the Securities and Exchange Commission.

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TRANSACTION OVERVIEW

ACQUISITION OF HIGH-QUALITY LIFE SCIENCE AND MEDICAL REAL ESTATE LEASED BY LEADING UNIVERSITIES, ACADEMIC MEDICAL CENTERS AND RESEARCH COMPANIES

Transaction Description

VentasImpact

Timing

Ventas to acquire substantially all of the university-affiliated life science and medical real estate of

Wexford Science & Technology (“Wexford”) from affiliates of Blackstone Real Estate Partners VIII L.P.

o 23 operating properties representing 4.1 million square feet (91% of total)

o 2 development properties providing near-term growth and 9 development sites principally

contiguous to existing assets

Ventas will enter into a management and exclusive pipeline agreement with Wexford

o Wexford will be independently owned and operated by its experienced, existing management team

o Pipeline of near term, attractive investment opportunities

Anticipated to close in fourth quarter of 2016 subject to satisfaction of customary closing conditions

2

Valuation

Transaction estimated to be $0.07-$0.091 accretive to normalized FFO per share in 2017 on leverage

neutral basis

Pro Forma, acquired properties will represent approximately 5% of Ventas’s total NOI

Cash NOI in 2017 expected to be $94.6 million

The acquisition will increase Ventas’s NOI contribution from private pay assets to 84%

Total transaction consideration of $1.5 billion plus $33 million of assumed liabilities

o $1.4 billion for the 23 operating properties, representing a 2017 estimated cash yield of 6.8%1

o $88 million for the 2 development properties, representing an estimated stabilized yield of 7.5%1,

inclusive of post-closing capital funding

o $50 million for the 9 development sites

Purchase price implies value per square foot of $339 for the operating properties

1 There can be no assurance that this estimate will be achieved

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STRATEGIC AND FINANCIAL BENEFITS

Consistent with Ventas’s strategy of driving reliable income and growth from a diversified portfolio

Reinforces Ventas‘s position as the premier capital provider at the intersection of healthcare and real estate

Adds 25 new, high-quality properties with long-term leases to highly-rated tenants

Establishes new platform for growth in attractive, institutional life science space with aligned expert team

3

Accretive transaction on a leverage neutral basis at an attractive valuation

Enhanced sustainability profile

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THE ACQUISITION WILL ENHANCE VENTAS’S DIVERSIFICATION AND ADD A PLATFORM FOR GROWTH

Ventas Current Ventas Pro Forma

Asset

Mix

Op

erato

r M

ix

Note: All percentages based on 1Q16 annualized NOI

Private pay: 84%

4

SHOP 31%

SH - NNN26%

MOB 20%

Specialty Hosp. 8%

Acute Care Hosp. 5%

SNF 4%

Loans & Other 6%

SHOP 30%

SH - NNN25%

MOB 19%Acquired

properties5%

Specialty Hosp. 7%

Acute Care Hosp. 5%

SNF 4%

Loans & Other 6%

Atria 19% Lillbridge11%

Kindred 9%

Sunrise 9%

Brookdale9%

Ardent 6%Elmcroft 4%

PMB 4%

Holiday 3%

All Other26%

Atria 18% Lillibridge11%

Kindred 9%

Sunrise 9%

Brookdale8%

Ardent 5%

Wexford 5%Elmcroft 4%

PMB 3%

Holiday 3%

All Other25%

Private pay: 83%

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ENSURING EXCELLENCE. SUSTAINED.

ADVANTAGE

PROPERTIES PLATFORMS

PEOPLE

OUR PEOPLEOUR PROCESSESOUR CULTURE

LEADING OPERATORS ACROSS THE SITES OF CARE

ADVANTAGED REAL ESTATE ASSETS IN

ATTRACTIVE MARKETS

5

THE VENTAS ADVANTAGE

Disciplined capital allocation to create value for shareholders while maintaining balance sheet strength

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HIGH-QUALITY OPERATING PORTFOLIO WITH INSTITUTIONAL-QUALITY TENANTS

4.1 million square feet of purpose-built real estate with average age of 6 years

Located on or contiguous to major campuses

High Quality Properties New Relationships with Institutional-Quality Tenants

PROPERTIES PLATFORMS

PEOPLE

6

13 LEED-certified buildings

Note: Statistics represent 23 operating properties

Class A Operating Properties Excellent Amenities for Tenants

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ADDITIONAL GROWTH FROM NEAR-TERMDEVELOPMENT PROPERTIES

The Chesterfield

Duke(Durham, NC)

W.F. Innovation Quarter –Bailey Power Plant

Property

University

Endowment1

Life sciences R&D spend2

Location

Square feet

Tenants

Opening

7

$7.3 billion

$868 million

On-campus

286K

2017

Duke University

Wake Forest(Winston Salem, NC)

$1.2 billion

$172 million

Adjacent to campus

111K

2017 / 2018

Wake Forest

1 2015 endowments; National Association of College and University Business Officers and Commonfund Institute22014 data from National Science Foundation

PLATFORMS

PEOPLE

PROPERTIES

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LONG-TERM RELIABLE CASH FLOW GROWTH

8

Attractive Lease Rollover Profile (by sq. ft.)

Excellent Credit Profile (by revenue)

(>$40 PSF ismostly Bostonand Seattle)

PLATFORMS

PEOPLE

PROPERTIES

3% 2% 5% 9%4%

77%

2016 2017 2018 2019 2020 Thereafter

<10% maturing by 2018

Weighted average lease term of 10 years with 2% fixed annual rent escalators

Other27%

Universities w/ avg. Aa2 rating

67%

Investment grade7%

$1bn+ mkt cap26%

Excellentcredit tenants

73%

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ADVANTAGED REAL ESTATE CONTIGUOUS TO UNIVERSITY AND MEDICAL CAMPUSES

PROPERTIES PLATFORMS

PEOPLE

9

Downtown Crossing

100 College Street

Downtown Crossing

300 George Street

University of Maryland BioPark

UMB II

Wake Forest Innovation Quarter

635@Vine and 525@Vine

Wake Forest Innovation Quarter Biotech Place

U. Of M. Life Science & Technology

Park

Cortex Innovation Community@4240

Hershey Center for Applied Research

University of Maryland BioPark

UMB I

uCity Square 3737 Market Street

New Haven100% leased

501K SF

New HavenYale

98% leased

480K SF

BaltimoreUMD Balt.

97% leased

237K SF

Winston-SalemWake Forest

99% leased

476K SF

MiamiU. Miami

97% leased

259K SF BaltimoreUMD Balt.

93% leased

77K SF

PhiladelphiaUPenn

100% leased

224K SF

Winston-SalemWake Forest

100% leased

242K SF

HummelstownPenn State

95% leased

81K SF

St. LouisWash U.

97% leased

203K SF

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ENHANCES VENTAS’S RELATIONSHIPS WITH LEADING UNIVERSITIES, ACADEMIC MEDICAL CENTERS AND RESEARCH COMPANIES

10

Geographic Presence and University Affiliations Key Highlights for Leading Tenants

PLATFORMS

PEOPLE

PROPERTIES

MSA with Lillibridge presence

No. Tenant Sq. ft. (000s)Credit Rating / market cap

1 Wake Forest 661 Aa3

2 Alexion 517 $27bn1

3 Yale 283 Aaa

4 Penn Medicine 268 Aa1

5 Univ. of Maryland 145 Aa1

6 Old Dominion 122 A12

7 Inmar 243 B2

8 Therapeutic Proteins 86 NR

9 Paragon 58 NR

10 Eisai, Inc. 169 $16bn3

Total 2,552

Top 10 Tenants by Revenue

1 Alexion is not rated; has market capitalization of $27 billion2 Only rated by S&P; Moody’s equivalent rating is displayed3 Eisai is a Japanese company not rated by Moody’s or S&P; has market capitalization of

US $16 billion

Relationships with 11 top research universities which account for 10% of all university life science R&D spending

Average university credit rating of Aa2 (49% of rev.)

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ESTABLISHES LIFE SCIENCE AND MEDICAL REAL ESTATE PLATFORM FOR GROWTH

WEXFORD OVERVIEW

Business Highlights

900

2,600

4,500

2010A 2013A 2016PF1 Includes 2 development properties

Portfolio Growth (sq. ft. 000s)

Wexford is the leading real estate development company focused exclusively on partnering with universities, academic medical centers and research companies

Management owned, 36 employees, vertically integrated

History of growing portfolio and expanding university relationships

Highly experienced senior team with proven track record

Unique Value Proposition

Focus on Universities

Target Tenants

Target Real Estate

• Reliable, financially strong institutions

• Long-term commitment to space

• Drivers of innovation and economic activity

• Partnerships lead to opportunities for follow on projects (e.g. MOB, Hospital)

• Top tier universities and research companies as anchor tenants

• Tenants focused on biopharma R&D, outpatient surgery, life science innovation and education

• Substantial endowments and financial capabilities

• Directly on or contiguous to campus centers

• Strategically important to university

• Innovative designs to create environments attractive to millennials

• Dense urban locations

CAGR: 31%

PROPERTIES PLATFORMS

PEOPLE

11

1

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EXCLUSIVE PIPELINE FOR GROWTH

Atria ($ million investment) Lillibridge ($ million investment)

PROPERTIES PLATFORMS

PEOPLE

$3,150

$5,639

2Q11 1Q16

$717

$5,185

3Q10 1Q16

12

Wexford is an established life science and medical real estate platform for growth

• Ventas experience successfully growing platforms

• Exclusive pipeline with Wexford creates significant channel for long-term growth

• Several existing development projects provide opportunities for near-term growth

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Drexel, Old Dominion,

IIT$88

Wake Forest$172 Penn State

$250

Miami$254

Maryland$382

Wash. U.$586 Yale

$640

U. of Penn$656

Duke$868

Current tenants,

10%

Other potential tenants,

90%

TOTAL ADDRESSABLE MARKET OPPORTUNITY

13

Current Tenants 2014 R&D ($ million)Growth Opportunities

Total University Life Science R&D Spend

$38 billion in Total

$4 billion in Total• Large and fragmented market

place

o $38 billion total university life science R&D spend across +100 universities

o Growing R&D spend to address increasing aging population and chronic illnesses

• Current tenants account for 10% of university life science R&D spend

o Strong tenant demand at existing universities fueling additional growth opportunities

o Opportunity for Ventas to expand to other leading universities

Source: National Science Foundation

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Global life science R&D market is ~$200 billion in spend

12.3K drugs are in R&D pipelines, growing 5.3% since 2005

University life science is $38 billion market, growing 3.6% since 2005

Higher FDA approval rates & upcoming patent expirations have driven consistent growth in the R&D pipeline

Large phama’s record cash balances, demand for larger pipelines and a lack of organic growth continues to fuel M&A

Demand driven by prevalence of chronic diseases, the leading source of hospital admits, mortality and healthcare cost

LIFE SCIENCE INDUSTRY EXPERIENCING CONTINUED GROWTH

University Life Sciences Research Spending

14

Overview

$9bn $12bn

$15bn

$21bn$4bn

$6bn$28bn

$38bn

2005 2014

Biological sciences Medical sciences Other

+3.6%

+4.0%

+3.7%

+3.2%

CAGRUniversities & Research institutions

have increased R&D spending

Chronically Ill Individuals in US ($ millions)Biotech M&A Market ($ billions)

$78bn$100bn

$131bn$158bn

$150bn$173bn

$210bn

$259bn

2012 2013 2014 2015

Global Healthcare M&A Volume (deals below $10 billion)

Pharma/Biotech Services Medtech

Pharma/Biotech M&A has grown at a +27% CAGR since 2012

118 125 133 141 149 157 164 171

1995 2000 2005 2010 2015 2020 2025 2030

In 2015, 48% of US population has at least 1 chronic illness and 24% have at least 2

Source: Projection of Chronic Illness Prevalence and Cost inflation (Wu, Shin-Yi et al. 2000); National Science Foundation; CDA CDERNote: Latest data as of 2014; federal scientific research funding represents total funds that are committed by federal agencies to support science-related research at higher education institutions across the U.S.

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LIFE SCIENCES REAL ESTATE – $50 BILLION MARKET

Overview

Life science is ~$50 billion of the $1 trillion healthcare real estate pie

Life science facilities are highly specialized facilities used by life science and tech

companies to conduct R&D

Tenants include: pharmaceutical, biotech, medical device companies and

academic/research institutions

5%

10%

15%

31%

39%

$11.1B

$6.5B$1.5B

$4.4B

$26.5B

$50.0B

ARE BMR Wexford HCP Other

Outpatient

Facilities / MOBsLife Science / Biotech Facilities

Post-Acute

Facilities

Private Pay

Seniors Housing

Hospitals

$1T

Domestic

RE Market

15

Market Sizing

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TRANSACTION HIGHLIGHTS SUMMARY

Reliable income and growth

Reinforces Ventas‘s position as the premier capital provider at the intersection of healthcare and real estate

Advantaged properties with leading tenants

Best platforms

16

Disciplined capital allocation: accretion and attractive valuation

Environmental, social and governance leadership