2.5 Metodologías desarrolladas
2.5.3 Aplicación del proceso RAOS en el Perú
As of and For the Year Ended December 31, 2014
On April 6, 2015, Ventas announced its plan to spin off its post-acute/skilled nursing facility (‘‘SNF’’) portfolio operated by private regional and local care providers (the ‘‘SpinCo Business’’), thereby creating two separate, independent publicly traded companies.
To accomplish this separation, Ventas created a newly formed Delaware corporation, Care Capital Properties, Inc. (‘‘SpinCo’’), to hold the SpinCo Business. SpinCo is currently a wholly owned
subsidiary of Ventas. Prior to or concurrently with the separation, Ventas will engage in certain reorganization transactions that are designed to consolidate the ownership of its interests in 353 properties and certain loans receivable that comprise the SpinCo Business and distribute such interests to SpinCo. Pursuant to the separation agreement, Ventas will distribute all of the outstanding shares of SpinCo common stock owned by Ventas on a pro rata basis to the holders of record of Ventas common stock on the record date.
The following unaudited pro forma condensed combined consolidated financial statements as of and for the year ended December 31, 2014 have been derived from the historical combined
consolidated financial statements included elsewhere in this information statement.
The following unaudited pro forma condensed combined consolidated financial statements give effect to the separation of the SpinCo Business and the related transactions, including:
• the impact of certain assets included in the SpinCo Business that will not be transferred to us as part of the separation;
• the acquisition by Ventas in January 2015 of 18 properties from American Realty Capital Healthcare Trust, Inc. (‘‘HCT’’) and 12 SNFs that will be transferred to us as part of the separation;
• the impact of a transition services agreement between us and Ventas;
• the anticipated incurrence by SpinCo of approximately $[ ] of new indebtedness, including the related distribution of proceeds thereof to Ventas, and the anticipated interest expense related thereto; and
• the distribution of approximately [ ] shares of SpinCo common stock by Ventas to Ventas stockholders, based on the distribution ratio of one share of SpinCo common stock for every four shares of Ventas common stock held on the record date.
The unaudited pro forma condensed combined consolidated balance sheet assumes the separation and the related transactions occurred on December 31, 2014. The unaudited pro forma condensed combined consolidated statement of income presented for the year ended December 31, 2014 assumes the separation and the related transactions occurred on January 1, 2014. The pro forma adjustments are based on currently available information and assumptions we believe are reasonable, factually supportable, directly attributable to our separation from Ventas, and for purposes of the statement of income, are expected to have a continuing impact on our business. Our unaudited pro forma condensed combined consolidated financial statements and explanatory notes present how our financial statements may have appeared had we completed the above transactions as of the dates noted above.
The following unaudited pro forma condensed combined consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X, using the assumptions set forth in the notes to our unaudited pro forma condensed combined consolidated financial statements. The unaudited pro forma condensed combined consolidated financial statements are presented for illustrative purposes only and do not purport to reflect the results we may achieve in future periods or the historical results
that would have been obtained had the above transactions been completed on January 1, 2014 or as of December 31, 2014, as the case may be. The unaudited pro forma condensed combined consolidated financial statements also do not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the transactions described above.
The unaudited pro forma condensed combined consolidated financial statements are derived from and should be read in conjunction with the historical combined consolidated financial statements and accompanying notes included elsewhere in this information statement.
Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet December 31, 2014
(In thousands)
Assets Not 2015 Transferred Acquisitions
to SpinCo Adjustments Spin-Off Total Historical (A) (B) Adjustments Pro Forma Assets
Net real estate investments . . . $2,218,116 $(15,036) $506,831(C)
Cash . . . 2,424 — — (E) Goodwill . . . 88,959 — —
Other assets . . . 22,251 (321) — Total assets . . . $2,331,750 $(15,357) $506,831 Liabilities and equity
Liabilities:
Senior notes payable and other debt . . . $ — $ — $ — (F)
Tenant deposits . . . 57,362 — — Lease intangible liabilities, net . . . 145,640 — 5,241(D) Accounts payable and other liabilities . . . 5,669 391 —
Total liabilities . . . 208,671 391 5,241 Commitments and contingencies
Equity:
Total SpinCo equity . . . 2,118,216 (15,748) 501,590 (G) Noncontrolling interest . . . 4,863 — —
Total equity . . . 2,123,079 (15,748) 501,590 Total liabilities and equity . . . $2,331,750 $(15,357) $506,831
See accompanying notes to unaudited pro forma condensed combined consolidated financial statements.
Unaudited Pro Forma Condensed Combined Consolidated Statement of Income For the year ended December 31, 2014
(In thousands, except per share amounts) Assets Not 2015
Transferred to Acquisitions Spin-Off Total Historical SpinCo (H) Adjustments (I) Adjustments Pro Forma Revenues:
Rental income, net . . . $291,962 $(1,075) $33,421 Income from investments in direct
financing leases and loans . . . 3,400 — —
Interest and other income . . . 2 — —
Total revenues . . . 295,364 (1,075) 33,421 Expenses:
Interest . . . — — (35) (J) Depreciation and amortization . . . 100,381 (526) 18,233
General, administrative and
professional fees . . . 22,412 (79) — (K) Merger-related expenses and deal
costs . . . 1,547 — — Other . . . 13,183 — — Total expenses . . . 137,523 (605) 18,198 Income before real estate
dispositions and noncontrolling
interest . . . 157,841 (470) 15,223 Loss on real estate dispositions . . . (61) — — Net income . . . 157,780 (470) 15,223 Net income attributable to
noncontrolling interest . . . 185 — — Income attributable to SpinCo . . . . $157,595 $ (470) $15,223 Income attributable to SpinCo per
common share, including real estate dispositions
Basic . . . N/A N/A N/A Diluted . . . N/A N/A N/A Weighted average shares used in
computing earnings per common share:
Basic . . . N/A N/A N/A (L) Diluted . . . N/A N/A N/A (L)
Notes and Management’s Assumptions to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements