THE SEPARATION AND DISTRIBUTION Background

On April 6, 2015, Ventas announced that it intended to separate most of its post-acute/SNF portfolio from the remainder of its businesses. The separation will be effected by means of a pro rata distribution to Ventas stockholders all of the Ventas-owned shares of common stock of SpinCo, which was formed to hold the assets and liabilities associated with these properties.

On [ ], 2015, the Ventas board of directors approved the distribution of all of the issued and outstanding shares of SpinCo common stock owned by Ventas on the basis of one share of SpinCo common stock for every four shares of Ventas common stock held as of the close of business on [ ], 2015, the record date. Following the distribution, each of Ventas and SpinCo will be an independent, publicly held company.

On [ ], 2015, the distribution date, each Ventas stockholder will receive one share of SpinCo common stock for every four shares of Ventas common stock held at the close of business on the record date, as described below. Ventas stockholders will receive cash in lieu of any fractional shares of SpinCo common stock which they would have received after application of the distribution ratio. You will not be required to make any payment, surrender or exchange your shares of Ventas common stock or take any other action to receive your shares of SpinCo common stock in the distribution. The distribution of SpinCo common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. For a more detailed description of these conditions, see this section under ‘‘—Conditions to the Distribution.’’

Reasons for the Separation

The Ventas board of directors believes that separating Ventas’s post-acute/SNF portfolio operated by regional and local care providers into an independent, publicly traded company is in the best interests of Ventas and its stockholders for a number of reasons, including the following:

• Establish SpinCo as a separate company with a greater ability to focus on and grow its business.

Through Ventas, investors have exposure to a diversified portfolio across several different asset types. The separation will provide investors with the opportunity to invest in two separate platforms with different business strategies, target customers, asset bases, equity currencies and management teams. All of SpinCo’s properties will be operated by private regional and local care providers, which give SpinCo’s business a unique profile with respect to growth prospects, demographic exposure and reimbursement and payment sources, among other factors, and will enable management to respond more effectively to the unique requirements of and opportunities within the SNF business. As an independent company, SpinCo may pursue attractive, value- creating investment opportunities that did not fit within Ventas’s core business strategy or were otherwise too small to meet Ventas’s investment criteria. By separating the businesses, SpinCo will have the flexibility to implement strategic initiatives aligned with its business plan and prioritize investment spending and capital allocation in a manner that will lead to growth and operational efficiencies that otherwise would not occur as part of a larger, more diversified enterprise like Ventas. Similarly, Ventas will be able to focus its attention on other healthcare properties that are better suited to its business strategy.

• Create a company with balance sheet strength and equity currency to grow through acquisitions. Even though SpinCo’s properties benefited from active asset management under Ventas’s ownership, the SNFs were not prioritized or provided the same level of management’s attention in terms of capital allocation as were other large-scale opportunities that better matched Ventas’s business strategy and strategic positioning. As a result of the separation, SpinCo will have its own balance sheet and direct access to capital sources that will position the company to take advantage of

growth opportunities more suited to its asset base. SpinCo’s expected low leverage and strong equity currency will enable management to advance its business strategy through acquisitions. • Provide an experienced and dedicated management team to implement and execute on SpinCo’s growth

strategy. SpinCo will have a dedicated management team focused on enhancing the performance of SpinCo’s assets and finding value-creating opportunities within the SNF industry. Separating the SpinCo portfolio from the remainder of Ventas’s businesses will enable executive

management to channel its attention exclusively to these assets, which require a high level of focus due to their operating characteristics. Ventas’s business strategy is concentrated on a more diversified mix of properties, such as seniors housing, hospitals and medical office buildings, that require significant amounts of financial capital and management attention due to their large- scale, complex nature. Accordingly, Ventas management did not allocate as much time and attention to SpinCo’s properties as SpinCo’s properties are expected to receive from SpinCo’s dedicated executive management team, which will be entirely focused on SpinCo and its assets. Likewise, the separation will allow Ventas’s executive team to focus on growth through larger, private pay assets.

• Tailor equity compensation to appropriately incentivize employees of each company. The separation will facilitate incentive compensation arrangements for employees more directly tied to the performance of each company’s business, and enhance employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives of their respective employer’s business.

• Enhance investor transparency and better highlight the attributes of both companies. The separation will provide investors with two distinct, targeted investment opportunities and enable them to separately value Ventas and SpinCo based on their unique investment identities, including the merits, performance and future prospects of their respective businesses. There is only one other publicly traded, SNF-focused REIT, and SpinCo’s entrance into this market will provide

investors with another platform through which they can access an asset class and cash flow profile with different characteristics than those of most other healthcare REITs.

• Pursue a discrete strategy in an unconsolidated industry in a manner and on a scale that would not fit Ventas’s business model. As a separate company focused on SNFs, SpinCo will be able to pursue consolidation opportunities in a fragmented industry with thousands of private regional and local operators and owners. From 2011 through 2014, Ventas invested approximately $21 billion in additional assets through acquisitions, only $2.4 billion of which consisted of SNFs.

Approximately 89% of these SNF acquisitions were completed as part of larger portfolio acquisitions of public company assets that comprised properties from several different asset classes. SpinCo’s smaller size and differentiated business strategy will allow it to take advantage of potentially attractive opportunities in the SNF industry that might not otherwise have sufficient scale or fall within a strategically suitable asset class to fit within Ventas’s investment criteria. By separating the businesses, both companies will be able to better focus on investment strategies more tailored to their particular business models and size.

Neither SpinCo nor Ventas can assure you that, following the separation, any of the benefits described above or otherwise will be realized to the extent anticipated or at all.

The Ventas board of directors also considered a number of potentially negative factors in evaluating the separation, including the following:

• Loss of synergies and increased costs. As a current part of Ventas, SpinCo takes advantage of Ventas’s size. After the separation, as a separate, independent entity, SpinCo may be unable to obtain these goods, services, and technologies at prices or on terms as favorable as those Ventas obtained prior to the separation. SpinCo may also incur costs for certain functions previously

performed by Ventas, such as accounting, tax and information technology functions, that are higher than the amounts reflected in SpinCo’s historical financial statements, which could cause SpinCo’s profitability to decrease.

• Disruptions to the business as a result of the separation. The actions required to separate Ventas’s and SpinCo’s respective businesses could disrupt SpinCo’s operations.

• Increased significance of certain costs and liabilities. Certain costs and liabilities that were otherwise less significant to Ventas as a whole will be more significant for SpinCo as a standalone company.

• One-time costs of the separation. SpinCo will incur costs in connection with the transition to being a standalone public company that may include accounting, tax and information technology functions, recruiting and relocation costs associated with hiring key senior management

personnel new to SpinCo, costs related to establishing a new brand identity in the marketplace, and costs to separate information systems.

• Inability to realize anticipated benefits of the separation. SpinCo may not achieve the anticipated benefits of the separation for a variety of reasons, including, among others: (a) the separation will require significant amounts of management’s time and effort, which may divert

management’s attention from operating and growing SpinCo’s business; (b) following the separation, SpinCo may be more susceptible to market fluctuations and other adverse events than if it were still a part of Ventas; and (c) following the separation, SpinCo’s business will be less diversified than Ventas’s business prior to the separation.

• Limitations placed upon SpinCo as a result of the tax matters agreement. To preserve the tax-free treatment to Ventas of the separation and the distribution, under the tax matters agreement that SpinCo will enter into with Ventas, SpinCo will be restricted from taking any action that

prevents the distribution and related transactions from being tax-free for U.S. federal income tax purposes. These restrictions may limit SpinCo’s ability to pursue certain strategic transactions or engage in other transactions that might increase the value of its business.

The Ventas board of directors concluded that the potential benefits of the separation outweighed these factors.

Formation of a New Company Prior to SpinCo’s Distribution

SpinCo was formed in Delaware on April 2, 2015, for the purpose of holding Ventas’s post-acute/ SNF portfolio operated by regional and local care providers. Prior to or concurrently with the

separation and distribution, Ventas will engage in certain restructuring transactions that are designed to transfer its direct or indirect ownership interests in the properties constituting the SpinCo portfolio to SpinCo, facilitate the separation and distribution.

When and How You Will Receive the Distribution

With the assistance of [ ], SpinCo expects to distribute all of the SpinCo common stock owned by Ventas on [ ], 2015, the distribution date, to all holders of record of outstanding Ventas common stock as of the close of business on [ ], 2015, the record date.

[ ] will serve as the settlement and distribution agent in connection with the distribution and the transfer agent and registrar for SpinCo common stock.

If you own shares of Ventas common stock as of the close of business on the record date, the shares of SpinCo common stock that you are entitled to receive in the distribution will be issued, as of the distribution date, to you in book-entry direct registration form or to your bank or brokerage firm on your behalf. If you are a registered holder, [ ] will then mail you a direct registration

account statement that reflects your shares of SpinCo common stock. If you hold your shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the shares. ‘‘Direct registration form’’ refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in this distribution. Following the distribution, however, you may request the delivery of physical stock certificates for your SpinCo shares. If you sell shares of Ventas common stock in the ‘‘regular-way’’ market up to and including the distribution date, you will be selling your right to receive shares of SpinCo common stock in the distribution.

Commencing on or shortly after the distribution date, if you hold physical share certificates that represent your shares of Ventas common stock and you are the registered holder of the shares represented by those certificates, the distribution agent will mail to you an account statement that indicates the number of shares of SpinCo common stock that have been registered in book-entry form in your name.

Most Ventas stockholders hold their shares of Ventas common stock through a bank or brokerage firm. In such cases, the bank or brokerage firm would be said to hold the shares in ‘‘street name’’ and ownership would be recorded on the bank or brokerage firm’s books. If you hold your shares of Ventas common stock through a bank or brokerage firm, your bank or brokerage firm will credit your account for the SpinCo common stock that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having shares held in ‘‘street name,’’ please contact your bank or brokerage firm.

Following the distribution, you may request that physical stock certificates be sent to you, at any time and without charge, by contacting [ ] by telephone at [ ] or [ ], on the Internet at [ ] or by sending a written request to [ ], [ ].

Transferability of Shares You Receive

Shares of SpinCo common stock distributed to holders in connection with the distribution will be transferable without registration under the Securities Act, except for shares received by persons who may be deemed to be SpinCo affiliates. Persons who may be deemed to be SpinCo affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with SpinCo, which may include certain SpinCo executive officers, directors or principal stockholders. Securities held by SpinCo affiliates will be subject to resale restrictions under the Securities Act. SpinCo affiliates will be permitted to sell shares of SpinCo common stock only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

The Number of Shares of SpinCo Common Stock You Will Receive

For every four shares of Ventas common stock that you own at the close of business on [ ], 2015, the record date, you will receive one share of SpinCo common stock on the distribution date. Ventas will not distribute any fractional shares of SpinCo common stock to its stockholders. Instead, if you are a registered holder, [ ] will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds (net of discounts and commissions) of the sales pro rata to each holder based on the fractional share such holder would otherwise be entitled to receive in the distribution. The transfer agent, in its sole discretion, without any influence by Ventas or SpinCo, will determine when, how, through which broker-dealer and at what price to sell the whole shares. Any broker-dealer used by the transfer agent will not be an affiliate of either Ventas or SpinCo. Neither SpinCo nor Ventas will be able to guarantee any minimum sale price in connection with the sale of these shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on any payments made in lieu of fractional shares.

The aggregate net cash proceeds of these sales will be taxable for U.S. federal income tax

purposes. See ‘‘Material U.S. Federal Income Tax Consequences of the Distribution’’ for an explanation of the material U.S. federal income tax consequences of the distribution. If you hold physical

certificates for shares of Ventas common stock and are the registered holder, you will receive a check from the distribution agent in an amount equal to your pro rata share of the aggregate net cash proceeds of the sales. SpinCo estimates that it will take approximately two weeks from the distribution date for the distribution agent to complete the distributions of the aggregate net cash proceeds. If you hold your shares of Ventas common stock through a bank or brokerage firm, your bank or brokerage firm will receive, on your behalf, your pro rata share of the aggregate net cash proceeds of the sales and will electronically credit your account for your share of such proceeds.

Results of the Distribution

After its separation from Ventas, SpinCo will be an independent, publicly traded company. The actual number of shares to be distributed will be determined at the close of business on

[ ], 2015, the record date for the distribution, and will reflect any exercise of Ventas options between the date the Ventas board of directors declares the distribution and the record date for the distribution. The distribution will not affect the number of outstanding shares of Ventas common stock or any rights of Ventas’s stockholders. Ventas will not distribute any fractional shares of SpinCo common stock.

SpinCo will enter into a separation and distribution agreement and other agreements with Ventas before the distribution to effect the separation and provide a framework for SpinCo’s relationship with Ventas after the separation. These agreements will provide for the allocation between Ventas and SpinCo of Ventas’s assets, liabilities and obligations (including employee benefits, intellectual property, and tax-related assets and liabilities) attributable to periods prior to SpinCo’s separation from Ventas and will govern the relationship between Ventas and SpinCo after the separation. For a more detailed description of these agreements, see ‘‘Our Relationship with Ventas Following the Distribution.’’ Market for SpinCo Common Stock

There is currently no public trading market for SpinCo common stock. SpinCo has applied to list its common stock on the NYSE under the symbol ‘‘[ ].’’ SpinCo has not and will not set the initial price of its common stock. The initial price will be established by the public markets.

SpinCo cannot predict the price at which its common stock will trade after the distribution. In fact, the combined trading prices, after the separation, of the shares of SpinCo common stock that each Ventas stockholder will receive in the distribution and the shares of Ventas common stock held at the record date may not equal the ‘‘regular-way’’ trading price of a Ventas common share immediately prior to the separation. The price at which SpinCo common stock trades may fluctuate significantly, particularly until an orderly public market develops. Trading prices for SpinCo common stock will be determined in the public markets and may be influenced by many factors. See ‘‘Risk Factors—Risks