Ventas, Inc. (NYSE:VTR) entered into a definitive merger agreement to acquire New Senior Investment Group Inc. (NYSE:SNR) for approximately $800 million on June 28, 2021. Ventas also assumes $1.5 billion of New Senior debt. Under the terms of the agreement, New Senior shareholders will receive 0.1561 shares of newly issued Ventas stock per share of New Senior common stock. Based on the closing price of Ventas common stock on June 25, 2021, this represents approximately $9.10 per New Senior share. New Senior may be required to pay Ventas a termination fee of $20.2 million. The transaction is subject to customary closing conditions, including approval by the common shareholders of New Senior, NYSE Listing and Form S-4 shall have become effective under the Securities Act and expected to close during the second half of 2021. The Board of Directors of both Ventas and New Senior Investment Group Inc. have unanimously approved the transaction. The New Senior Board of Directors unanimously recommend the shareholders to vote for the proposal. The special meeting of stockholders of New Senior Investment Group will be held on September 14, 2021. New Senior stockholders have approved the merger. As of August 9, 2021, the merger is expected to close in the week of September 20, 2021. Subject to the satisfaction of customary closing conditions, the Merger is expected to close on or around September 21, 2021. The transaction is expected to be approximately $0.09 - $0.11 accretive to Ventas's normalized FFO per share on a full year basis, assuming the current New Senior capital structure.

Centerview Partners LLC is serving as financial advisor and Robin Panovka, Mark A. Stagliano, William A. Nagy, Adam J. Shapiro, Gregory E. Pessin, Emily D. Johnson, Tijana J. Dvornic, Jodi J. Schwartz and Victor Goldfeld of Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Ventas. Morgan Stanley & Co. LLC is serving as financial advisor as well as fairness opinion provider and Damien R. Zoubek, Ting S. Chen, Eric W. Hilfersm, Arian Mossanenzadeh, Christopher K. Fargo, Kiran Sheffrin, David J. Kappos, Brian M. Budnick, Laurel R. Berkowitz and Annmarie M. Terraciano of Cravath, Swaine & Moore LLP is acting as legal advisors to New Senior. BofA Securities acted as financial advisor in the transaction. Innisfree M&A Incorporated acted as information agent to New Senior Investment. New Senior estimates that it will pay Innisfree a fee of approximately $30,000. New Senior has agreed to pay Morgan Stanley a fee of approximately $17 million in the aggregate, $3 million of which was payable upon the rendering of its opinion and the remainder of which is contingent upon the consummation of the Merger, as well as an additional discretionary fee of up to approximately $6 million, payable, if at all, at the New Senior Board's sole discretion on or before the closing. Hogan Lovells US LLP acted as legal advisor to Ventas.