Nationwide Health Properties Inc
Nationwide Health Properties — Merger or Acquisition (February 2011)
16 slides from Nationwide Health Properties's merger presentation, Feb 28, 2011
Slide 1: A Transformative Combination Creating The Leading Healthcare REIT
A Transformative Combination Creating The Leading Healthcare REIT Combination with Nationwide Health Properties Investor Presentation
Slide 2: Key Terms of the Transaction
Key Terms of the Transaction Stock for stock combination with Nationwide Health Properties (NYSE: NHP) ("NHP") Each share of NHP to be converted into 0.7866 shares of Ventas Fixed exchange ratio NHP shareholders will own approximately 35% of combined company stock1 Exchange Ratio Total Value Timing
Slide 3: Strategic Benefits of the Combination
Strategic Benefits of the Combination
Slide 4: Financial Benefits of the Transaction
Financial Benefits of the Transaction A Strategic, Accretive and Deleveraging Transaction
Slide 5: Healthcare Real Estate Opportunity
Healthcare Real Estate Opportunity Trends in Healthcare Real Estate have Generated Opportunities for Further Investment and Created Value for Investors Combined Company Positioned To Thrive A $700 billion real estate market and growing Strong Supply & Demand Fundamentals 85+ age cohort expected to g
Slide 6: Geographically Diversified Portfolio
Geographically Diversified Portfolio Over 1,300 Facilities Located in 48 States and 2 Provinces(1) Balances Single State Regulatory, Reimbursement, Climate and Economic Changes As of 12/31/10. Pro forma for Atria transaction. 48 states including the District of Columbia. Includes only owned assets a
Slide 7: Best Diversification Among Healthcare REITs
Best Diversification Among Healthcare REITs NOI by Business Model For Ventas Standalone vs. Ventas + NHP Combined Every Tenant ^ 19% of NOI Kindred Brookdale Sunrise Senior Care Other MOBs Atria Kindred Brookdale Sunrise Senior Care Other Atria MOBs Wingate 74% of NOI From Sector Leading Tenants and
Slide 8: Major Tenant/Operators Have Experience and Scale
Major Tenant/Operators Have Experience and Scale Industry Leading Tenant/Operators Provide Transparency and Credibility Atria Senior Living 4th largest U.S. assisted living provider; >14,000 units Kindred (NYSE: KND) $1.3bn Equity Value / $6+ billion revenue / >35,000 beds (PF) Largest U.S. post-acu
Slide 9: Multi-Faceted Business Model
Multi-Faceted Business Model NOI by Business Model For Ventas Standalone vs. Ventas + NHP Combined Transaction Creates Significant Capacity to Add to Our Seniors Housing Operating Assets SH Operating Assets: 39% SH Operating Assets: 26% Seniors Housing Operating Assets MOBs Other Assets Seniors Hous
Slide 10: Best-in-Class Healthcare REIT
Best-in-Class Healthcare REIT NOI by Asset Class For Ventas Standalone vs. Ventas + NHP Combined NOI Contribution From Private Pay Assets Remains Strong at 70% With Increased MOB Presence Private Pay Assets: 69% Private Pay Assets: 70% Seniors Housing SNFs Hospitals MOBs Other SNFs MOBs Other Hospit
Slide 11: Well Covered Secure Triple-Net Rents
Well Covered Secure Triple-Net Rents Pro Forma Ventas Will Have Excellent Cash Flow / Rent Coverage on Triple-Net Lease Portfolio Excellent Cash Flow Coverage on Triple Net Lease Portfolio of 1.7x 1. Trailing Twelve Months EBITDARM to Cash Rent using the latest available financials. In instances whe
Slide 12: Continue to Execute on Strategic Growth & Diversification Plan
Continue to Execute on Strategic Growth & Diversification Plan Compete Effectively for All Transactions 1. Grow and Invest in Existing Relationships 2. Acquire More High-Quality, High-Growth Seniors Housing Operating Assets 3. Mine High Return Redevelopment Opportunities in Existing Portfolios 4. Im
Slide 13: Transaction Supports Continued Ventas Dividend Growth
Transaction Supports Continued Ventas Dividend Growth Dividend Payout Ratio (%) 72% 69% 65% 71% 76% 76% 74% 74%
Slide 14: The Combination with Nationwide Health Properties Creates...
The Combination with Nationwide Health Properties Creates ... Increased Scale and Liquidity Improved Asset Class, Tenant/Operator, Business Model and Geographic Diversification Significant Private Pay Asset Base Growth Opportunities Better Credit Profile Cost of Capital Advantage Normalized FFO and
Slide 15: Forward-Looking Statements
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 ex
Slide 16: Additional Information about the Proposed Transaction and Where to Find It
Additional Information about the Proposed Transaction and Where to Find It This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, Ventas and NHP expect to prepare
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