Ventas Reaches Agreements with Kindred and ScionHealth

Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today announced that it has entered into agreements (collectively, the “2024 Kindred Agreements”) with Kindred Healthcare, LLC (with its subsidiaries, “Kindred”) and its parent companies (“ScionHealth”), including regarding the 23 long term acute care hospitals whose lease term is scheduled to mature on April 30, 2025 (the “LTACs”) under the existing Master Lease between Ventas and Kindred (the “Kindred Master Lease”).

The transactions under the 2024 Kindred Agreements are intended to enhance the facility environment for patient care, strengthen the Kindred Master Lease, provide upside to Ventas and enable Kindred to improve its credit profile.

Key terms of the 2024 Kindred Agreements are as follows:

1. The initial annualized cash contractual base rent for the LTACs will be $80 million starting May 1, 2025, consistent with the Company’s previously announced expectations, and rent will escalate annually by 2.75% through the extended lease maturity date of April 30, 2030. Ventas also has the right to receive additional revenue-sharing rent annually if revenue at these assets exceeds certain thresholds, and ScionHealth has granted Ventas warrants for 9.9% of its common equity exercisable at the pre-transaction value of the common equity. Kindred has agreed to pay full contractual cash rent through April 2025 on the LTACs.

Ventas estimates, on a preliminary basis, the following rental impacts for the LTACs, consistent with its previously announced expectations:

($ in millions)

23 LTACs	Q2 2024 Annualized Rent		Annualized Rent Under the Agreements
	Cash	GAAP	Cash*	GAAP
Rent	$109	$100	$80	$87
* Represents a $29 million (27%) annualized cash rent reduction commencing May 1, 2025.

2. Ventas has also acquired the real estate and related property of five performing LTAC assets for a gross purchase price of $189 million. The assets will continue to be operated by Kindred and were added to the existing Kindred Master Lease for an initial 10-year term. Annual cash rent of $16 million commenced immediately and will escalate annually by 2.75%. ScionHealth has agreed to use the proceeds to further improve its credit profile and for other bona fide corporate purposes.