Ventas, Brookdale Restructure Seniors Housing Master Lease Amid Pandemic-Related Challenges
CHICAGO AND BRENTWOOD, TENN. — Ventas, a Chicago-based REIT, has restructured its master lease with Brookdale in response to the challenges presented by the COVID-19 pandemic. Ventas owns 120 Brookdale-managed communities totaling 10,174 units. As part of the restructuring, Brookdale sold five communities that it both owned and operated to Ventas. Brentwood-based Brookdale will continue to operate those properties.
Terms of the agreement include a reduction in rents totaling $500 million over the remaining lease term, which ends Dec. 31, 2025. Brookdale surrendered its $47 million security deposit and agrees to pay $115 million in cash to Ventas. In addition, Brookdale issued a $45 million unsecured, interest-only, pre-payable note to Ventas, with an initial interest rate of 9 percent per annum and maturing at the same time as the lease expiration.
Lastly, Brookdale issued 16.3 million shares of its stock to Ventas at a value of $3 per share. The transaction represents approximately 8 percent of all Brookdale shares.
Centerview Partners served as financial advisor to Ventas. Wachtell, Lipton, Rosen & Katz and Barack Ferrazzano Kirschbaum & Nagelberg LLP are serving as legal counsel to Ventas.