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Ventas Comments on Master Lease with Brookdale Senior Living

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Ventas (NYSE: VTR) announced that Brookdale Senior Living has not exercised its lease extension option for the Master Lease term starting January 1, 2026. The current lease, covering 120 senior housing communities with annual cash rent of $113.6 million in 2025, will expire on December 31, 2025. Ventas plans to convert some or all properties to its Senior Housing Operating Portfolio structure and engage new operators. The company aims to maximize performance and value while expanding its SHOP footprint to capitalize on growth opportunities from increasing aging population demand. Ventas may also consider selling or leasing portions of the portfolio.

Ventas (NYSE: VTR) ha annunciato che Brookdale Senior Living non ha esercitato l'opzione di estensione del contratto di locazione per il termine del Master Lease che inizierà il 1 gennaio 2026. Il contratto attuale, che copre 120 comunità per anziani con un canone annuale di $113,6 milioni nel 2025, scadrà il 31 dicembre 2025. Ventas prevede di convertire alcune o tutte le proprietà nella sua struttura di Portafoglio Operativo per Anziani e di coinvolgere nuovi operatori. L'azienda mira a massimizzare le prestazioni e il valore, espandendo la sua presenza SHOP per capitalizzare le opportunità di crescita derivanti dall'aumento della domanda della popolazione anziana. Ventas potrebbe anche considerare la vendita o l'affitto di alcune porzioni del portafoglio.

Ventas (NYSE: VTR) anunció que Brookdale Senior Living no ha ejercido su opción de extensión de arrendamiento para el término del Master Lease que comenzará el 1 de enero de 2026. El contrato actual, que cubre 120 comunidades de vivienda para personas mayores con un alquiler anual en efectivo de $113.6 millones en 2025, expirará el 31 de diciembre de 2025. Ventas planea convertir algunas o todas las propiedades a su estructura de Cartera Operativa de Vivienda para Mayores y contratar nuevos operadores. La compañía tiene como objetivo maximizar el rendimiento y el valor al mismo tiempo que expande su huella SHOP para capitalizar las oportunidades de crecimiento de la creciente demanda de la población envejecida. Ventas también podría considerar la venta o arrendamiento de partes de la cartera.

벤트라스(Ventas, NYSE: VTR)는 브룩데일 시니어 리빙이 2026년 1월 1일 시작되는 마스터 리스 계약의 연장 옵션을 행사하지 않았다고 발표했습니다. 현재 계약은 120개의 시니어 주거 커뮤니티를 포함하며, 2025년 연간 현금 임대료는 $113.6 백만 달러입니다. 이 계약은 2025년 12월 31일에 만료됩니다. 벤트라스는 일부 또는 모든 자산을 시니어 주거 운영 포트폴리오 구조로 전환하고 새로운 운영자를 참여시킬 계획입니다. 이 회사는 성과와 가치를 극대화하면서 증가하는 노인 인구의 수요로 인한 성장 기회를 활용하기 위해 SHOP 발자국을 확장하는 것을 목표로 하고 있습니다. 벤트라스는 또한 포트폴리오의 일부를 판매하거나 임대하는 것도 고려할 수 있습니다.

Ventas (NYSE: VTR) a annoncé que Brookdale Senior Living n'a pas exercé son option de prolongation de bail pour la période du Master Lease commençant le 1er janvier 2026. Le bail actuel, couvrant 120 communautés de logement pour personnes âgées avec un loyer annuel en espèces de 113,6 millions de dollars en 2025, expirera le 31 décembre 2025. Ventas prévoit de convertir certaines ou toutes les propriétés en sa structure de Portefeuille Opérationnel pour Seniors et d'engager de nouveaux opérateurs. L'entreprise vise à maximiser les performances et la valeur tout en élargissant son empreinte SHOP pour capitaliser sur les opportunités de croissance liées à l'augmentation de la demande de la population vieillissante. Ventas pourrait également envisager de vendre ou de louer des portions du portefeuille.

Ventas (NYSE: VTR) hat bekannt gegeben, dass Brookdale Senior Living die Verlängerungsoption des Mietvertrags für die Master-Lease, die am 1. Januar 2026 beginnt, nicht in Anspruch genommen hat. Der aktuelle Mietvertrag, der 120 Seniorenwohnanlagen umfasst und im Jahr 2025 eine jährliche Barmiete von 113,6 Millionen Dollar vorsieht, läuft am 31. Dezember 2025 aus. Ventas plant, einige oder alle Immobilien in seine Struktur des Seniorenwohnungsbetriebsportfolios zu überführen und neue Betreiber zu gewinnen. Das Unternehmen zielt darauf ab, die Leistung und den Wert zu maximieren und gleichzeitig seine SHOP-Präsenz zu erweitern, um Wachstumschancen aus der steigenden Nachfrage der alternden Bevölkerung zu nutzen. Ventas könnte auch in Betracht ziehen, Teile des Portfolios zu verkaufen oder zu vermieten.

Positive
  • Portfolio of 120 senior housing communities provides significant operational flexibility after 2025
  • Guaranteed cash rent of $113.6 million through 2025
  • Opportunity to optimize portfolio performance through SHOP conversion strategy
Negative
  • Loss of committed long-term tenant for 120 properties after 2025
  • Potential uncertainty regarding future revenue streams post-2025
  • Risk associated with transitioning properties to new operators

Insights

This lease termination represents a significant strategic shift for Ventas. The non-renewal impacts $113.6 million in annual cash rent from 120 senior housing communities, but offers compelling opportunities. Converting these properties to SHOP (Senior Housing Operating Portfolio) structure could potentially generate higher returns in the current market environment, though with increased operational risk compared to the stable triple-net lease structure.

The timing aligns well with demographic tailwinds in senior housing, as the baby boomer generation enters their peak usage years. The transition provides Ventas flexibility to optimize its portfolio through their operator selection platform, potentially leading to improved property performance. However, investors should note the execution risk in transitioning such a large portfolio and the potential for temporary NOI volatility during the conversion process.

The strategic pivot from a master lease structure to SHOP model reflects broader industry trends where healthcare REITs are seeking more direct participation in property operations' upside. This transition allows Ventas to capitalize on the current favorable senior housing market dynamics, with occupancy and rental rates showing strong recovery trends.

The two-year window until lease expiration provides adequate time for a methodical transition strategy. The ability to potentially sell or re-lease certain assets adds flexibility to optimize the portfolio composition. This move could position Ventas to better capture value from the projected 36% growth in the 80+ population over the next decade, though success will heavily depend on operator selection and market conditions.

CHICAGO--(BUSINESS WIRE)-- Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today announced that Brookdale Senior Living (“Brookdale”) did not exercise its right to extend the term of the Master Lease between the companies (the “Master Lease”) for a renewal term commencing January 1, 2026. Thus, Brookdale no longer has a right to extend the lease term for any assets currently covered by the Master Lease.

The Company intends to deploy its Ventas OITM platform and successful playbook to convert some or all of the attractive senior housing communities currently covered by the Master Lease to the Company’s Senior Housing Operating Portfolio (“SHOP”) structure and engage proven market-focused operators to manage the communities. Ventas’s plans are intended to maximize the performance and value of these communities and further expand the Company’s SHOP footprint to increase Ventas’s future growth rate amid an unprecedented multiyear growth opportunity due to secular demand from a large and growing aging population. The Company may also choose to sell, lease or take other actions respecting a portion of the currently leased portfolio based on its Right Market, Right Asset, Right OperatorTM approach.

Brookdale remains obligated to pay full contractual rent under the Master Lease through the current lease term, which ends December 31, 2025. There are 120 senior housing communities currently covered by the Master Lease. Annual cash rent under the Master Lease in 2025 is $113.6 million.

About Ventas

Ventas, Inc. (NYSE: VTR) is a leading S&P 500 real estate investment trust enabling exceptional environments that benefit a large and growing aging population. With approximately 1,350 properties in North America and the United Kingdom, Ventas occupies an essential role in the longevity economy. The Company’s growth is fueled by its over 800 senior housing communities, which provide valuable services to residents and enable them to thrive in supported environments. The Ventas portfolio also includes outpatient medical buildings, research centers and healthcare facilities. The Company aims to deliver outsized performance by leveraging its unmatched operational expertise, data-driven insights from its Ventas OI™ platform, extensive relationships and strong financial position. Ventas’s seasoned team of talented professionals shares a commitment to excellence, integrity and a common purpose of helping people live longer, healthier, happier lives.

Cautionary Statements

This press release includes 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. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “assume,” “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “opportunity,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.

Forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. You should not 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. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. We urge you to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and in our filings with the Securities and Exchange Commission, such as in the sections titled “Cautionary Statements — Summary Risk Factors,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 and our subsequent Quarterly Reports on Form 10-Q.

Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our completed or anticipated acquisitions and investments; (b) our exposure and the exposure of our tenants, managers and borrowers to complex healthcare and other regulations, including evolving laws and regulations regarding data privacy, cybersecurity and environmental matters, and the challenges and expense associated with complying with such regulation; (c) the potential for significant general and commercial claims, legal actions, investigations, regulatory proceedings and enforcement actions that could subject us or our tenants, managers or borrowers to increased operating costs, uninsured liabilities, including fines and other penalties, reputational harm or significant operational limitations, including the loss or suspension of or moratoriums on accreditations, licenses or certificates of need, suspension of or nonpayment for new admissions, denial of reimbursement, suspension, decertification or exclusion from federal, state or foreign healthcare programs or the closure of facilities or communities; (d) our reliance on third-party managers and tenants to operate or exert substantial control over properties they manage for, or rent from, us, which limits our control and influence over such properties, their operations and their performance; (e) the impact of market and general economic conditions on us, our tenants, managers and borrowers and in areas in which our properties are geographically concentrated, including macroeconomic trends and financial market events, such as bank failures and other events affecting financial institutions, market volatility, increases in inflation, changes in or elevated interest and exchange rates, tightening of lending standards and reduced availability of credit or capital, geopolitical conditions, supply chain pressures, rising labor costs and historically low unemployment, events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets, labor markets and public and private capital markets; (f) our reliance and the reliance of our tenants, managers and borrowers on the financial, credit and capital markets and the risk that those markets may be disrupted or become constrained; (g) our ability, and the ability of our tenants, managers and borrowers, to navigate the trends impacting our or their businesses and the industries in which we or they operate, and the financial condition or business prospect of our tenants, managers and borrowers; (h) the risk of bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors which may, among other things, have an adverse impact on the ability of such parties to make payments or meet their other obligations to us, which could have an adverse impact on our results of operations and financial condition; (i) the risk that the borrowers under our loans or other investments default or that, to the extent we are able to foreclose or otherwise acquire the collateral securing our loans or other investments, we will be required to incur additional expense or indebtedness in connection therewith, that the assets will underperform expectations or that we may not be able to subsequently dispose of all or part of such assets on favorable terms; (j) our current and future amount of outstanding indebtedness, and our ability to access capital and to incur additional debt which is subject to our compliance with covenants in instruments governing our and our subsidiaries’ existing indebtedness; (k) risks related to the recognition of reserves, allowances, credit losses or impairment charges which are inherently uncertain and may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets, which could have an adverse impact on our results of operations and financial condition; (l) the risk that our leases or management agreements are not renewed or are renewed on less favorable terms, that our tenants or managers default under those agreements or that we are unable to replace tenants or managers on a timely basis or on favorable terms, if at all; (m) our ability to identify and consummate future investments in, or dispositions of, healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles, joint ventures and minority interests, including our ability to dispose of such assets on favorable terms as a result of rights of first offer or rights of first refusal in favor of third parties; (n) risks related to development, redevelopment and construction projects, including costs associated with inflation, rising or elevated interest rates, labor conditions and supply chain pressures, and risks related to increased construction and development in markets in which our properties are located, including adverse effect on our future occupancy rates; (o) our ability to attract and retain talented employees; (p) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply with such requirements; (q) the ownership limits contained in our certificate of incorporation with respect to our capital stock in order to preserve our qualification as a REIT, which may delay, defer or prevent a change of control of our company; (r) the risk of changes in healthcare law or regulation or in tax laws, guidance and interpretations, particularly as applied to REITs, that could adversely affect us or our tenants, managers or borrowers; (s) increases in our borrowing costs as a result of becoming more leveraged, including in connection with acquisitions or other investment activity and rising or elevated interest rates; (t) our exposure to various operational risks, liabilities and claims from our operating assets; (u) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (v) our exposure to particular risks due to our specific asset classes and operating markets, such as adverse changes affecting our specific asset classes and the real estate industry, the competitiveness or financial viability of hospitals on or near the campuses where our outpatient medical buildings are located, our relationships with universities, the level of expense and uncertainty of our research tenants, and the limitation of our uses of some properties we own that are subject to ground lease, air rights or other restrictive agreements; (w) the risk of damage to our reputation; (x) the availability, adequacy and pricing of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (y) the risk of exposure to unknown liabilities from our investments in properties or businesses; (z) the occurrence of cybersecurity threats and incidents that could disrupt our or our tenants’, managers’ or borrower’s operations, result in the loss of confidential or personal information or damage our business relationships and reputation; (aa) the failure to maintain effective internal controls, which could harm our business, results of operations and financial condition; (bb) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, managers or borrowers; (cc) disruptions to the management and operations of our business and the uncertainties caused by activist investors; (dd) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change; (ee) the risk of potential dilution resulting from future sales or issuances of our equity securities; and (ff) the other factors set forth in our periodic filings with the Securities and Exchange Commission.

BJ Grant

(877) 4-VENTAS

Source: Ventas, Inc.

FAQ

When will Brookdale's Master Lease with Ventas (VTR) expire?

Brookdale's Master Lease with Ventas will expire on December 31, 2025.

How many properties are covered under the Ventas-Brookdale Master Lease?

The Master Lease covers 120 senior housing communities.

What is the annual cash rent for Ventas (VTR) under the Brookdale Master Lease in 2025?

The annual cash rent under the Master Lease in 2025 is $113.6 million.

What are Ventas's (VTR) plans for the properties after the lease expires?

Ventas plans to convert some or all properties to its Senior Housing Operating Portfolio structure, engage new operators, and may consider selling or leasing portions of the portfolio.

Ventas, Inc.

NYSE:VTR

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