Ventas, Atria to Jointly Own Atria Senior Living

Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today that itexecuted a transaction whereby Ventas and the management team of Atria SeniorLiving, Inc. (“Atria”) own 100 percent of Atria, effective December 21.Atria's Chairman and Chief Executive Officer John A. Moore will continue tolead Atria, one of the nation's premier providers of senior living careservices.In the transaction, Ventas acquired 100 percent of various private investmentfunds (the “Funds”) previously managed by Lazard Frères Real Estate InvestorsLLC (“LFREI”) or its affiliates. The acquired Funds now own (a) a 34 percentinterest in Atria and (b) 3.7 million shares of Ventas common stock. The totalpurchase price for these interests was approximately $242 million. Atria'sexecutives and employees, including Moore, now own 66 percent of Atria.The transaction terms imply that the Company bought its shares of common stockat a discount to the December 20 closing price of $64.69. In addition, Ventasobtained certain rights and minority protections regarding materialtransactions affecting Atria and is entitled to two seats on the Atria Boardof Directors. The base management fee under Ventas's management arrangementswith Atria will remain at five percent of revenues. At year end, Atria isexpected to have approximately $30 million cash on hand.In the transaction, Ventas also extinguished its obligation related to the“Earnout,” a contingent performance-based payment arising out of Ventas's 2011acquisition of 117 Atria-managed senior living communities, for an additional$44 million. This amount represents the discounted present value of thepotential future payment, which was reflected on Ventas's financial statementsas a liability.