TOLEDO, Ohio


,


Nov. 7, 2022


/PRNewswire/ —

ProMedica

announced today that it has entered into definitive agreements under which ProMedica will transfer, as of

December 19, 2022

, the real estate and management of all of its skilled nursing facilities currently part of a joint venture and master lease, respectively, between ProMedica and

Welltower

. Under the terms of the agreement, a new Welltower venture will own the real estate interests for the skilled nursing facilities. Operations for the skilled nursing facilities will also transition to new operators.

This transaction resolves ProMedica’s ongoing operating losses within its Senior Care Division. Importantly, this action represents a cornerstone element of ProMedica’s ongoing comprehensive financial performance improvement plan.

“By engaging in this transaction, we will be able to increase focus and resources on the other areas of our health system as we continue to provide high-quality, compassionate care and invest in our communities and dedicated caregivers,” said

Arturo Polizzi

, president and CEO of ProMedica. Mr. Polizzi added that “This was a complex transaction, and I would like to personally thank Welltower’s executive team – particularly Shankh Mitra, CEO – for their efforts.”

The definitive agreements do not include ProMedica’s non-Welltower leased senior care centers located in

Adrian

and

Monroe, Michigan

, the skilled nursing and memory care facilities located on the ProMedica Flower Hospital campus in

Sylvania, Ohio

, and ProMedica’s Home Health and Hospice agencies. ProMedica will continue operating those centers and agencies, as well as its 58 Arden Courts memory care communities within its real estate joint venture with Welltower.

Jones Day

and Baker Hostetler are serving as legal counsel to ProMedica. Ankura and

Houlihan Lokey

are serving as ProMedica’s financial advisor and investment banker, respectively.

ProMedica is a mission-based, not-for-profit health and well-being organization headquartered in

Toledo, Ohio

. It serves communities in 28 states. The organization offers acute and ambulatory care, an insurance company with a dental plan, and post-acute and academic business lines. The organization has 12 hospitals, 2,500+ physicians and advanced practice providers with privileges, 1,000+ health care providers employed by ProMedica Physicians, a health plan, and assisted living memory care facilities, skilled nursing centers, outpatient rehabilitation clinics, and hospice, home health and palliative care agencies. Driven by its Mission to improve your health and well-being, ProMedica has been nationally recognized for its advocacy programs and efforts to address social determinants of health. For more information about ProMedica, please visit

promedica.org/aboutus

.

Welltower Inc. (NYSE: WELL), an S&P 500 company headquartered in Toledo,

Ohio

, is driving the transformation of health care infrastructure. The Company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower™, a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing and post-acute communities and outpatient medical properties. More information is available at

www.welltower.com

.

By accepting this press release, recipients acknowledge that they have read, understood and accepted the terms of this disclaimer.

This press release is being provided for informational purposes only and is intended solely to facilitate a discussion with the recipient. This press release contains forward-looking statements subject to risks, uncertainties and other factors. All statements other than statements of historical fact or relating to present facts or current conditions included in this press release are forward-looking statements. Forward-looking statements give ProMedica Health System’s current expectations and projections relating to ProMedica Health System (”

ProMedica

“or the ”

Organization

“,) and its affiliates’ financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “seek,” “plan,” “intend,” “believe,” “contemplate,” “assume,” “will,” “may,” “could,” “would,” “continue,” “likely,” “should,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events but not all forward-looking statements contain these identifying words. Risks, uncertainties and other factors may cause future results to differ materially from these forward-looking statements and potentially adversely from the historical results contained herein.

Any references to any future or proposed transaction are for illustrative purposes only, and the terms of any such transaction should it occur may be materially different than the terms in this press release.

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SOURCE PROMEDICA