CHICAGO—Ventas Inc. on Thursday followed up its previously announced plan to spin off most of its acute care/skilled nursing properties by filing the necessary paperwork with the SEC. Previously known simply as SpinCo, the independent, publicly traded REIT that will result from the spinoff now has a name: Care Capital Properties Inc.

In its Form 10 registration statement filed Thursday, CCP spells out the rationale for launching as a separate company and spinning off most of the parent company's skilled nursing facility properties. “There are 14 publicly traded healthcare REITs representing an aggregate market capitalization of approximately $92 billion,” according to the Form 10. Most of these REITs have specialties other than SNFs. Most focus on healthcare sectors other than SNFs, “resulting in private regional and local operators being underserved.”

The pool of underserved SNF operators is considerable. “According to the American Health Care Association, the SNF industry is comprised of approximately 15,600 facilities and 1.7 million beds, and according to the National Investment Center for the Seniors Housing & Care Industry, there are more than 2,500 SNF operators,” according to the Form 10 filing. With only 14.3% of SNFs owned by publicly traded REITs, according to the AHCA, the large and highly fragmented market provides ample opportunities for consolidation.” CCP, according to the SEC filing, “will be poised to take advantage of those opportunities.”

The new company will go into the game with 353 SNF and acute care properties operated by 43 private regional and local care providers. It will pursue a strategy focused on investment opportunities with regional and local operators in the highly fragmented SNF market.

“The filing of the Form 10 is an important step towards successfully completing the strategic, value creating spin-off of our SNF portfolio,” says Debra A. Cafaro, VTR's chairman and CEO. “With this transaction, we will create two focused companies with distinct strategies. CCP will be well positioned as an independent, pure-play SNF REIT with significant external growth opportunities."

For its part, Cafaro adds, "Ventas will improve its industry leading contribution from private pay net operating income, its relationship with top 20 care providers and its growth rate, while maintaining its diversification, scale, strong balance sheet and superior dividend and cash flow growth as a top global REIT.”

Post spinoff, acute care and skilled nursing will comprise about 5% of VTR's NOI, compared to 18% currently. Approximately 83% will come from private pay assets, and more than 50% will derive from medical office buildings and seniors housing operating assets that have greater upside to a growing economy.

VTR's president since 2010, Raymond Lewis, will become CEO of CCP. “The name Care Capital Properties captures our strategy of providing capital to local and regional post-acute care operators,” says Lewis. Lori Wittman, who will serve as CCP's EVP and CFO, currently is SVP, capital markets and investor relations at VTR. Douglas Crocker II, a VTR director since 1998, will serve as non-executive chairman of the new REIT's board.

Under the terms of the spin-off, VTR stockholders are expected to receive one share of CCP common stock via a special distribution for every four shares of VTR common stock they own. Following the distribution, VTR's stockholders will own shares in both companies. VTR did not provide a timeline Thursday for the spin-off.

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Paul Bubny

Paul Bubny is managing editor of Real Estate Forum and GlobeSt.com. He has been reporting on business since 1988 and on commercial real estate since 2007. He is based at ALM Real Estate Media Group's offices in New York City.