Acquisition FAQs for New Senior Shareholders

Who do I contact to get information about receiving the merger consideration?

Please contact Ventas, Inc.'s ("Ventas") (NYSE: VTR) exchange agent, EQ Shareowner Services, at 1-800-468-9716 or 1-651-450-4064.

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What happened to my existing New Senior shares?

Each share of New Senior Investment Group Inc. ("New Senior") common stock that was issued and outstanding immediately prior to the effective time of the merger was automatically converted into the right to receive 0.1561 shares of Ventas common stock (the "merger consideration"), plus cash in lieu of fractional shares held of record. If you held shares directly as a registered holder of New Senior, you will receive a mailing from EQ Shareowner Services with a check for cash in lieu of fractional shares. If you held shares through a broker, your broker will receive the merger consideration.

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What are the tax consequences to me of receiving the merger consideration?

Please refer to Form 8937, Report of Organizational Actions Affecting Basis of Securities, located on the Ventas Investor Relations website under Stock & Dividend. Further information about the material U.S. federal income tax consequences of the merger to holders of New Senior common stock, including information regarding the calculation of taxable gain or loss for U.S. stockholders in connection with the merger, is included in the registration statement on Form S-4 filed by Ventas, Inc. in connection with the transaction under the heading "Material U.S. Federal Income Tax Consequences." You should read that disclosure and also consult with your personal tax advisor to determine the particular tax consequences to you of the receipt of merger consideration.

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Is the exchange of my shares of New Senior common stock for shares of Ventas common stock mandatory?

Yes. As a result of the merger, each share of New Senior common stock that was issued and outstanding immediately prior to the effective time of the merger was automatically converted into the right to receive the merger consideration of 0.1561 shares of Ventas common stock, plus cash in lieu of fractional shares held of record.

The New Senior shares were delisted from the NYSE and are no longer trading.

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How do I exchange my New Senior shares?

If you own some or all of your New Senior shares through a financial institution or broker:

  • Please contact your financial institution or broker directly.

If you own some or all of your New Senior shares directly through a book-entry registered position:

  • EQ Shareowner Services, Ventas’s exchange agent, automatically created a book-entry account for you and electronically credited your account with shares of Ventas common stock comprising the merger consideration. You will receive a statement reporting the number of shares of Ventas common stock you received in the merger, along with a check for cash in lieu of fractional shares.
  • If you have not received a book-entry statement by September 30, 2021, please contact EQ Shareowner Services at 1-800-468-9716 or 1-651-450-4064.

If you own some or all of your New Senior shares in certificated form:

  • EQ Shareowner Services, Ventas’s exchange agent, will send you a letter of transmittal with instructions explaining how to exchange shares of New Senior common stock for Ventas common stock.
  • Payment of the merger consideration and cash in lieu of fractional shares will be made only after the surrender of your certificates as described in the letter of transmittal.
  • If you have not received a letter of transmittal by September 30, 2021, please contact EQ Shareowner Services at 1-800-468-9716 or 1-651-450-4064.
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Will I be entitled to the dividend announced by New Senior on August 4, 2021?

No. Former holders of New Senior common stock became recordholders of Ventas prior to the record date (October 1, 2021) for New Senior’s declared divided. If you remain a stockholder of Ventas on October 1, 2021, you will receive a dividend from Ventas of $0.45 per share of your newly issued Ventas common stock on the payable date of October 14, 2021.

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