Joining us in our second afternoon session, I'm pleased to be here with the Ventas team. To my right is Justin Hutchens. To his right is Debra Cafaro, and then on the end is Bob Probst. Sorry, long lineup. So with that, I'll turn it over to Deb for opening remarks. Thank you so much. Welcome, everyone. We want to thank our hosts at BofA for having us here today and giving us the opportunity to talk to Ventas' investors about our business, which, I would note at the outset, is performing very well. The company posted a business update today, to which I will refer, and you should all have access to it. Just the overview, of course, Ventas is a $30 billion S&P 500 REIT with asset classes unified by service to a large and growing aging demographic. In senior housing, as you know, which is half of our business, we are in the midst of a multi-year growth and recovery story that is well underway. And that's really driving our 2023 outlook and expectations, which we affirm today. We're, as a company, expected to generate year-over-year normalized FFO growth. If you step back and look at the SHOP business, we expect to add $100 million in NOI in 2023 versus 2022 in the same store portfolio. Our same store SHOP NOI growth expectations are expected to be 15%-21%. Our year-over-year same store enterprise growth is expected to be 8% in 2023. We've also completed some very successful capital raises year to date, that I'm very happy about. In a challenging capital markets environment, we've raised almost $3 billion at about 4.8%, and are in a very strong net liquidity position that covers our 2023 and 2024 maturities multiple times over. The performance in the business has continued to be good third quarter to date, and we have provided some updates in our materials. Most importantly, in the SHOP business, we're seeing broad-based demand and strong sequential occupancy growth. Spot occupancy from June 30 to August 31 is up in the SHOP business, 110 basis points led by the U.S. The fundamental thesis here, of course, as we look forward, is compelling supply-demand fundamentals. New starts in the business are the lowest they've been since 2009, and that's coupled with 3 times the over 80 population growth over the next five years that we saw following 2009. Occupancies by 2014 had grown to the low 90s, and so we have better supply-demand forward environment than we've ever had in senior housing. And as I said, in this multi-year growth recovery cycle, we're already starting to see the benefits of that. So we have great optimism across our businesses. Our growth is, of course, being complemented by the third of our business, that's outpatient medical and research, that is showing nice compounding same-store growth at industry-leading levels. And as a team, I want to comment that we always have been, and we always will be, focused on delivering fundamental performance and taking every opportunity to deliver value and value creation for stakeholders. And so with that, with all of us, we'll be happy to take your questions. Yeah, and happy to keep this as interactive as possible, so if anyone has any questions, feel free to jump in. But maybe we could start just with the transition assets. You transitioned, like, a pool of the Holiday by Atria assets. Just curious how that transition's going, and, also just I know that I think there's other Holiday by Atria assets. Like, why did you focus on just these as a transition at this point, and maybe how do you think about potentially transitioning more? Well, overall, in SHOP, we are trying to capture this multi-year growth and recovery story in NOI and occupancy, and Justin really runs that business. Justin, as many of you know, a former operator himself, of very large senior housing businesses here and in the U.K. So why don't you take that away? Sure. First of all, I just want to make the point that transitioning to new managers is just a regular part of our playbook now. We've actually had 150, around 150 communities over the last few years that have transitioned to new management, and with a lot of success, and I'll, I'll give some examples of that. In regards to Holiday, pleased to see their stabilization, so far in the quarter, the portfolio across the 111 communities, which includes 75 that are same store and 26 that are transitioning to new operators, and then the, the 10 of the 12 redev projects that, that are Holiday communities, we've seen sequential occupancy growth of 130 basis points. That's just from the end of July to the end of August. So really off to a good start. The transitions occurred during the month of August, and 21 of those are done. As of early September, we have another five in California that will transition in early October. The CEOs of the businesses have been touring communities and meeting all the employees, residents, laying out their expectations, particularly around customer service and occupancy growth. They've done that in August already. They're literally back in the communities again this week, generating a lot of excitement and focus. And then meanwhile, the group of communities that was performing relatively better, that stayed back under Atria's management, has stabilized and is showing growth as well. It's just maybe so we can compare the assets that were left with how, like, with the Atria versus the assets that transitioned, has the occupancy diverged? You just closed, like, the July through August, but just like, is there any kind of drag from that transition or outperformance? There's no drag from the transition. We've had occupancy growth quarter to date in all of the, each of these pools. So 75 to 26, the 10 redevs. And like I said, they're off to a good start- Yeah. Quarter to date. The majority transitioned September 1, and then a handful will transition October 1. So, the main point is they all had a good August. Okay. Yeah. In 2Q, you mentioned that I think the transition would be, or the, this pool of assets would be like a $0.04 drag on the SHOP performance. Is this kind of in line with that expectation, or maybe some better? Yeah, I think everything. We predicted a strong third quarter in SHOP, and that's what we're seeing across the board. If you again look at the quarter-to-date performance on the same store, it's up considerably and consistent with our expectations, and that includes the 75. And we're pleased with that. Okay. And then, Justin, in just thinking about, like, what, what were you looking for in the new operators when they took over those assets? Like, what, what, what do you look for, and how do you kind of find that? Right. So, you know, our philosophy is really to focus on right markets, right assets, right operators. Starting with the markets, just to step back a little bit, we spent the last few years really working hard to make sure we're in a position to benefit from this multiyear recovery in senior housing. So we start with the markets. And so if we were in a market where we didn't like our market position or the market, we didn't think it was gonna provide growth opportunities relative to the rest of our portfolio, then we sold communities. And part of that strategy is, you know, not just to exit market, but also to help operators to become more focused, and Atria was a beneficiary of that. For instance, you know, their legacy portfolio with us is about around 30 less communities now than it did a few years ago. They're more focused, more concentrated, and they were able to exit markets that are orphan markets, and we were able to get out of markets that were gonna produce, you know, less growth moving forward. So if you, you know, apply that to, you know, to the next step, which is the right asset within the markets we need. Once we've decided on the market, then how are we gonna be competitive within that market? And you have to have the right asset, and you have to have a well-invested asset, which is why our number one priority for deploying capital is CapEx within our own real estate. We'll have 170 communities by year-end that have completed refresh or redev projects that are NOI generating, so that's a good boost. Then from there, ultimately, it's who's the operator? We want operators that we think will have a track record and experience that will be successful within certain types of communities, within certain markets. What we liked about the opportunity to move to the three operators we selected in this case was that we had a tremendous track record with them to date. Each of the operators have transitioned more than one time with us. They've had leading performance. They're contributing to that T 81 portfolio. There's a disclosure in our business update that talks about the performance, which is over almost 400 basis points of occupancy growth year-over-year, over 8% RevPOR, NOIs through the roof. So big contributors, proven track record of transitioning, good management presence within Florida for the Florida portfolio, excellent track record and presence in Texas and California as well. And so we're very comfortable and confident in our ability to execute moving forward. Sorry, I don't know if I missed this, but did you guys think about transitioning the other Holiday by Atria assets to new operators, or just kind of wait and see? And maybe just how is Atria performing now that they can focus on just maybe more of their core business? Well, the legacy Atria portfolio continues to deliver excellent results. That's been a consistent performer for a number of years, and it continues to deliver for us. That's the legacy assisted living portfolio, primarily as independent living as well. Holiday by Atria, you know, where we've left the 75 communities under their management, those were performing relatively better. As we evaluated the three states, Florida, Texas, and California, which did not have as good performance, therefore needed quicker execution, we decided to move with new operators. We thought that was our best opportunity to create value and to create momentum faster, than keeping those with Atria. Those that stayed behind are performing relatively better, and as I said, I'm really pleased that they've found stabilization, and in fact, they're growing, quarter to date, and particularly in August. Any questions from the field on the transition assets? If not, maybe we can move over to the Santerre portfolio.... a big benefit in 2Q. Just, just kind of curious, like, what, what are you seeing on the ground from that portfolio, and what is your asset management team like working on now that they, they- Yeah. You guys own it outright? So, we took ownership of a portfolio where we had a mezz loan. It's a portfolio valued at $1.566 billion. We took ownership May 1, which I believe was at a trough of operational performance and has some really good operational and sector kind of tailwinds to it. So far, we've realized some of that already. It's off to a fast start. It's obviously quite early, but on the mezz loan, we've achieved an 11% unlevered return that on the loan that we had made to taking it over. Now, since taking it over, we've kind of enjoyed additional upside. That portfolio is over 40% outpatient medical. It's very consistent with the rest of our outpatient medical portfolio, other than it has much lower occupancy. So we've put it in the hands of our outpatient medical property management group. They've been doing an outstanding job. They've been doing a lot of leasing, and we continue to expect significant NOI upside over time and occupancy upside from that portfolio. And we'll probably cull kind of some of the, you know, lower 5% of the portfolio. But overall, it's a good quality, and it's already off to a good start. In senior housing, which is, you know, 15%-20% of it, it's also benefiting from these tailwinds that we've described in senior housing. And in addition, now we'll have the benefit of Justin's group's OI and active asset management. So we expect that to grow as well, and we have a CapEx program underway with that portfolio to optimize performance. Then on the healthcare triple net side of things, we've already sold a couple of the SNFs for $60 million for yet another gain, 135,000 a bed. We are intensively working on the balance of the portfolio, and some of the upside has come from NOI in that portfolio, and we'll continue to work on NOI optimization and asset management plans that will help us maximize value as we move forward. On the SNF side- You mentioned the asset sales and that there was a cap rate that you disclosed in the update. Is that representative of what the yield- -in that SNF portfolio? Or are those, like, better assets? The yield on the assets we sold was a very attractive 8.4% cash yield. And, as I mentioned, a gain even on the value that we had when we took it over on 5/1, so that's significant. I would say on the other ones, it's really more of a per-bed valuation based upon principally the states where those assets are situated. We happen to have many good states in the sense that they have very favorable current Medicaid environments, and, obviously, the expense side of the equation has been improving as well, and so there are some positive trends at the moment in those businesses. So is the plan to fully sell all the SNFs you inherited, or do you want to keep some? Well, we're evaluating that now. We want to make sure that we fully, fully understand the income-producing capabilities of the assets, get to know the operators better, and then make a decision going forward. Okay. And are they all- We've obviously had good success so far. Yeah. -with the asset sales we've made. Are they all paying rent? Like, I guess people are trying to figure out if there's, like, dilution or like, how to think about, like, potential sales, like if they're penciling into things for the model. Well, each one, each one is its own, you know, its own set of analysis. But, you know, the, we, as you mentioned, our guidance for NOI on an annualized basis for the total portfolio is $104 million, which is up from the original expectation, and that's principally because the outpatient medical is doing better, and we're, we are, in fact, getting more NOI from the healthcare triple net portfolio. Okay. But then you mentioned the occupancy on the outpatient medical- Yes. -facility is lower than your portfolio. Yes. I guess, what do you think drove that occupancy to the current levels in there, and then kind of what's the timeframe that you're expecting to kind of get the- Yes. -to get it up to your portfolio figures? Yes. I mean, I really will tell you, it's operational. The assets are, you know, by and large, good quality. They share many characteristics of the portfolio that we have. There's, in fact, significant market overlap with our existing portfolio, which enables the on-site teams and the teams in the markets to have good insight. And all I can tell you is, right now, with our team in there, we are seeing, you know, very good early results, and we'll continue to work toward getting that occupancy toward the level where we have it in our existing outpatient medical portfolio. It will take some time, but again, the early returns are very favorable. What about just the overall CapEx, like maintenance CapEx needs in the portfolio? Were they maintaining it to, like, the Ventas standards, or does it need some CapEx? Yeah. Well, one, I'm glad you asked that. I mean, one thing in the third-party valuations that we got, they already deducted kind of additional capital, kind of off the top to get to that valuation. And we are, in fact, you know, committed to bringing all the assets up to our standards. I mean, Justin's doing—maybe you can touch on the, the senior housing assets and what you're, what you're doing there to- Yeah. -drive performance. We have a mix of very high quality, I like to call them irreplaceable, rental CCRCs. And the case there was a number of projects that were started but not completed. So we made it an immediate priority just to complete the front of house kind of first impression CapEx and- refresh and make sure we're more competitive and continue, you know, the trend towards recovery in that portfolio, much like we do the rest of our portfolio. And then we have a selection of mid-market assisted living communities, and we're putting a similar refresh into those that we did across our T90 portfolio. Maybe, Justin, since we're talking about the senior housing- Sure. Just, can you go over the latest on the operating, the OI platform that you're working on, and kind of maybe what initiatives you're really focused on for the next twelve months? Yeah, sure. So just to remind everybody, Ventas OI, that, you know, that's how, what we, how we describe really our, our asset management umbrella over senior housing. It stands for Operational Insights, and it's powered by our data analytics platform and our management team and relative operating experience. There's been a number of priorities that we've had over time. We focused on, you know, we focused on, you know, agency labor, we focused on in-house rent increases, we focused on contribution margin analysis and performance plans around those. My favorite topic is one that's disclosed in the business update. We have a good case study. It's Sunrise Senior Living, who is really having very strong occupancy growth. We've been working with them over the last couple of years on revenue management. They have a learning model in place to help determine pricing within their portfolio. Late last year, they had a fairly aggressive in-house rent increase program, where they pulled forward their increases and went fairly high in terms of their increases. In conjunction with that, they raised market pricing, and so it did slow down the volume a bit in the fourth quarter of last year. We analyzed through our new data analytics approach, so kind of favorite new approach, the price elasticity, and what we found is there's a lot of opportunity to find better alignment in terms of volume and rate, and we've worked with Sunrise over the past two quarters to execute on that. And the result has been, in the second quarter, they're producing 111% of prior year move-in levels, and that was up from 95% in the first quarter and 80% the fourth quarter. And then in the third quarter to date, they're at 124%. So an acceleration in move-in volume, better alignment in terms of pricing. They've also been putting a great management team in place and improving their regional oversight from a sales perspective, optimize their call center. There's a lot of action that Sunrise is taking in collaboration with our OI platform, so really good results there. That's the favorite new initiative. As we look forward, and the point of the platform is to drive performance, and it really informs all of our decisions around the market, asset, operator, whether we're going to buy something or sell something or improve an asset, place an operator, and then do deep dives on various operational initiatives. That's what OI does. And so looking forward, that's any planning around OI is going to be geared towards the best opportunity to drive performance. Mm-hmm. And it is driving performance. I mean, when we looked even at the third quarter to date, move-ins, they're at 115% of 2019 levels. And so, you know, Sunrise is a great example. They're outperforming last year, but I would even take you to a pre-COVID period and say, for the whole portfolio in the U.S., we're seeing 115% of the move-ins quarter to date compared to the 2019 period. So, it's a robust demand, and we're trying to make the most of it through the OI platform in our portfolio. Just switching over to the investment pipeline, just what are you seeing in the market today? What are the opportunities out there, and maybe just a little bit involved in the conversation, just like sourcing capital today- and how it compares. Justin, do you want to talk about your favorite investment opportunities? Sure. And what we've done also. Yeah, absolutely. So we've had... You know, it won't surprise anyone to hear that senior housing is probably our preferred asset class moving forward as we make investments. To date, we've utilized our fund, which is a core fund, to really stay active and invest in very high-quality real estate. We bought two communities that are managed by Benchmark Senior Living, which is the largest senior housing operator in the Northeast of the U.S. Very high quality, long-standing management team.... stabilized assets in Massachusetts and Connecticut, great markets, strong performing, good fit for a core fund. And then we also bought two MOBs that are part of the Banner Health, has a double A minus credit backing a 12-year lease. So again, very stable, strong cash flow streams, perfect fit for the core fund. And then, you know, as we look into the pipeline, the investment activity across senior housing is the lowest it's been since 2020. We've been monitoring a number of potential opportunities. We've really been looking for the bid-ask disconnect to improve. We saw that early in the year. We're starting to see that improve now, where we can hit our target at, you know, low double-digit unlevered IRR by investing into senior housing, and that could include lower cap rate assets growing. It could include something that's closer to stable with less upside, but a higher initial yield. Those opportunities are starting to materialize in the pipeline. I think you asked me a question around capital reason? Yeah, just, what’s the environment? I thought I heard that. I thought I that. I thought I heard that. Yeah, I just want to be able to answer that one, because I'm quite proud of what we've been able to do. We raised $2.7 billion so far at 4.8%, which in this current environment is something I'm very proud of. And it really is the proof point to my mind of the scale, that benefit and advantage that we have, because that capital has come from the U.S., Canada, secured, unsecured, hybrid equity, straight equity, and asset sales, as well as taking advantage of the drop in rates post SVB to put in hedges at attractive points in time. So having scale really matters in this environment, and we've been able to tap into that. And then I just wanted to touch base on the triple-net portfolio. There's, it's like a 7.1% portfolio under one times coverage. Just curious, like, just kind of expectations going forward, because it looks like it comes up for renewal in two years. Just curious, what's going on there? If there's any disclosures you can provide? Yeah. We've actually given some incremental disclosure to investors in the materials about... We have two Triple Net leases where the renewal date is in 2025. The first is with Brookdale, and, you know, Brookdale has been doing very well. They announced some positive occupancy numbers this week, and we want them to do well for a lot of different reasons, including the 16 million warrants that we have at $3. So Brookdale has a 10-year renewal option at the greater of contract or market in 2025. We always draft the leases, so we'll have at least a year to understand, you know, what the outcome is and be able to optimize the outcome. I would say that, you know, we're very happy about the way the portfolio has been trending, and we look for it to continue to have operating performance go up. In terms of the other one, there's a Kindred LTAC. We have 29 LTACs with Kindred. I've had these assets since 1999, so I know them well. And there are two parts of them. One pool of 6 was renewed through 2028, and the other pool of 23 is a 2025. Again, a year to know, so we're—you know, it's very early in the game. I would say that the market for all providers was tough. All providers across healthcare was tough in 2022, a little bit on volume, but principally on expenses. That market has improved in 2023, including for LTACs, most notably the public company Select, that saw EBITDA grow in the second quarter over 200%. I think Kindred is behind them in terms of attacking the opportunities, and these assets made about $200 million in EBITDARM in 2021. Performance has declined in the period since then. We've provided coverage through 6/30. And what I would expect and have been told is that Kindred has initiatives underway to mimic the performance of Select in improving the expense load as well as their census upside as well. There's contract labor improvement opportunities, and so we would hope to see that performance improve over the coming couple of years, as you mentioned, that we have between now and the renewal date. And so we're very experienced at this and have lots of ideas and plans about how to optimize the outcomes, and that's where we're headed. To put it in context, was there any kind of like, how was the coverage any pre-pandemic at? It sounds like it got a bulge and then has come off of that. Where's, I don't- Yeah, I mean, I think the performance was very solid prior to the pandemic. All of the numbers I've quoted are without any kind of HHS funds in it. I think that's an important item to note. There was a lot of utilization of LTACs during COVID, which was an enhancement, I guess, to the revenue side. And again, I think the opportunity to have EBITDA go up is shown by Select, and I think Kindred has the opportunity to do that mostly on the expense side. Okay. Okay. Then I know there was a news article about Land and Buildings- Looking for a little, like, kind of, shakeup, I suppose. Just kind of curious if you've had any discussions with the board or just kind of any early thoughts on what they kind of wrote? Yeah. Thank you. We have a really outstanding board at Ventas, as most of you know, because they do outreach regularly with our shareholders. We have not talked to Land and Buildings. They have not reached out to us for over a year. But you know, we are very interested in performance. There's nobody in the world more interested in outperformance and value creation than the people you see here at this table, and that's really what we're focused on. And we are, as all of you know, very engaged with our shareholders and very interested in their feedback, and very, again, that's what we care about, is performance and value creation. Okay. Any questions from the field? Maybe just, curious, like, you know, it is the second half of the year. I know you can't really give guidance about 2024, but just what should we kind of look for as a, from a fundamental perspective next year? Like, curious on, like, kind of thinking on, like, renewal rates, just, like, operating expenses. Just kind of, like, thinking through it. I know in apartments I cover, there's a lot of pricing pressures on real estate taxes, insurance. And then, yeah, just kind of curious on general thoughts at this point. Is there anything we should be watching for? Just across the enterprise or are you talking about SHOP in particular? Yeah, I guess mostly SHOP. Okay. I feel like that's where most of the variability is gonna be. Right. So in SHOP, you know, just kind of starting with what we put out for the second half of this year, which is 15%-21% NOI growth. We talked about, six percent RevPAR and occupancy, you know, 80-120 growth, and kind of right on track for around 100 quarter to date. And then, the 4.5% expense growth. So relatively lower expense growth. And as we look into next year, you know, we'll, we'll be very focused on CPI. We'll be using our analytics to really determine where should we price internally, which is a tried-and-true practice we put in place last year. We look for a spread over CPI, can be 300 basis points, can be more in some cases. Right now, our anniversary increases that are underway that occur each month are around 7%. You probably know we were double digits earlier in the year, in the first quarter, so that gives you some perspective. Ultimately, we'll look for a spread between RevPAR and ExpPAR, and then look for occupancy growth as well as the demand backdrop is excellent. Is the 7% versus double digits at the beginning of the year, is the slowdown driven by base effects? Like, where they already kind of captured some of that growth, but the calendar year increases, like- It's just the- I guess I'm trying to say, like, if there's an actual slowing or if it's just more OpEx. It's an actual slowing. You know, it's a little. It's just a lower relative internal rent increase. Another thing I should say is that most of our anniversary increases are independent living products and mid-market independent living. So we went out relatively lower in that product earlier in the year. So it's going. In that case, it's going from, like, a 9 to a 7. And it's just, you know, in response to really, inflation being lower. Okay, so there is a slowing if you compare it apples to apples, like AL versus AL and IO versus IO. Yeah, and I mean, it's in conjunction with expenses being lower as well. So you have, you know, you just have inflation's lower, so pricing is a little bit lower. Expenses are lower. We're focused on the spread between the two, and that's what we'll be focused on as we go into next year. In the OI, I mean, the focus is price volume optimization. Occupancy, you know, having odd, strong occupancy growth is a significant focus. Again, the portfolio's delivering $100 million of incremental NOI, 2023 versus 2022, and it's a multiyear growth and recovery story. There's a long way to go to get back to the 88% occupancy and 30% margin, but that's, you know, a several hundred million dollar opportunity right in front of us. Yeah. And then, we're out of time, but I commit asking everyone three rapid-fire questions. There's surprises, so- Uh-oh! The first one is, first question on the Fed: Do you believe the Fed is done hiking, yes or no? And do you expect the Fed to cut rates in 2024, yes or no? So multi-part. Is the Fed done hiking? Maybe. Do I expect the Fed to cut in 2024? Probably not. Do you believe real estate transactions will meaningfully pick up by the fourth quarter of 2023, B, the first half of 2024, or C, the second half of 2024? I would say, you know, the end of this year and into early 2024. And that's gonna be driven, I think, somewhat by reality checks and maturities. You know, there's a trillion and a half of real estate maturities coming over the next couple of years, and that will drive the reality check and the transaction volume, in my opinion, to people who can raise capital and deploy capital, like us. Are you using AI, AI today to help you run your business, yes or no? Do you plan to ramp up spending on AI initiatives over the next year? Yep. So we do have, we are using AI selectively. We do plan to move into predictive analytics, and that work has begun. Certainly the assessment's begun, and we're putting a plan in place to take this enormous amount of data we have, both from an operational-- with really three things: operational, market, and financial data, and put it to good use to help us to better predict performance and with our decision making, and in senior housing primarily, and also across the enterprise. Awesome. We'll leave it there. Thank you. Thank you for hosting us. Yeah. Thanks. Thank you for being here.