XML 28 R26.htm IDEA: XBRL DOCUMENT v2.4.1.9
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2015
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
NOTE 18—SUBSEQUENT EVENTS
Proposed Spin-off of Post-Acute/Skilled Nursing Facility Portfolio
In April 2015, we announced a plan to spin off most of our post-acute/skilled nursing facility portfolio into an independent, publicly traded REIT (“SpinCo”). SpinCo will initially own 353 high-quality triple-net leased skilled nursing facilities and other healthcare assets operated by private regional and local care providers. The spin-off is subject to certain conditions, including the effectiveness of SpinCo’s Form 10 registration statement, receipt of an opinion from counsel regarding the tax-free nature of the distribution and final approval and declaration of the distribution by our Board of Directors. The transaction is expected to be completed in the second half of 2015 and is intended to qualify as a tax-free distribution to Ventas stockholders.
Pending Ardent Health Services Acquisition
In April 2015, we also announced that we had entered into a definitive agreement to acquire privately owned Ardent Medical Services, Inc. (together with its affiliates, “Ardent Health Services”) for $1.75 billion in cash. Concurrent with the closing of the transaction, we plan to separate Ardent Health Services’ hospital operations from its owned real estate and sell the hospital operations to one or more newly formed entities (collectively, “Ardent”) owned by current management of Ardent Health Services, other equity sources and up to 9.9% owned by us. Upon closing, we will enter into long-term triple-net leases with Ardent to operate the acquired properties. The acquisition is subject to the satisfaction of customary closing, including regulatory approvals, and is expected to be completed mid-year 2015.