Ventas, Inc. (NYSE: VTR) ("Ventas” or the "Company”) announced today
that it has priced a public offering of $700 million aggregate principal
amount of 4.750% Senior Notes due 2021 (the "notes”) at 99.132% of
principal amount. The notes are being issued by the Company’s operating
partnership, Ventas Realty, Limited Partnership, and a wholly owned
subsidiary, Ventas Capital Corporation, and will be guaranteed, on a
senior unsecured basis, by the Company.
The Company expects to use the net proceeds from the offering to fund
the cash portion of the purchase price and transaction costs in
connection with its pending transaction with Atria Senior Living Group,
Inc. ("Atria”) and/or for general corporate purposes, which may include
a senior unsecured term loan to Nationwide Health Properties, Inc.
("NHP”). Completion of the offering is subject to customary closing
conditions. The sale of the notes is expected to close on May 17, 2011.
The notes are being offered pursuant to the Company’s existing shelf
registration statement, which became automatically effective upon filing
with the Securities and Exchange Commission. A prospectus supplement and
accompanying prospectus describing the terms of the offering will be
filed with the Securities and Exchange Commission. Barclays Capital
Inc., Citi, Deutsche Bank Securities Inc., and Goldman, Sachs & Co. will
act as joint book-running managers for the offering. When available,
copies of the prospectus supplement and the accompanying prospectus may
be obtained from: Barclays Capital Inc., c/o Broadridge Distribution
Services, 1155 Long Island Avenue, Edgewood, NY 11717, telephone:
1-888-603-5847 or by emailing barclaysprospectus@broadridge.com;
Citi, Attn: Prospectus Department, Brooklyn Army Terminal, 140 58th
Street, 8th Floor, Brooklyn, NY 11220, telephone (800) 831-9146;
Deutsche Bank Securities Inc., 100 Plaza One, Floor 2, Jersey City, NJ
07311, telephone: 1-800-503-4611 or by emailing prospectusrequest@list.db.com;
or Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street,
New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316
or by emailing prospectus-ny@ny.email.gs.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sales of these
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
Ventas, Inc., an S&P 500 company, is a leading healthcare real estate
investment trust. Its diverse portfolio of more than 600 assets in 44
states (including the District of Columbia) and two Canadian provinces
consists of seniors housing communities, skilled nursing facilities,
hospitals, medical office buildings and other properties. After giving
effect to the pending Atria and NHP transactions, Ventas’s portfolio
will consist of more than 1,300 properties in 48 states (including the
District of Columbia) and two Canadian provinces. Through its
Lillibridge subsidiary, Ventas provides management, leasing, marketing,
facility development and advisory services to highly rated hospitals and
health systems throughout the United States.
This press release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All
statements regarding the Company’s or its tenants’, operators’,
managers’ or borrowers’ expected future financial position, results of
operations, cash flows, funds from operations, dividends and dividend
plans, financing plans, business strategy, budgets, projected costs,
operating metrics, capital expenditures, competitive positions,
acquisitions, investment opportunities, merger integration, growth
opportunities, dispositions, expected lease income, continued
qualification as a real estate investment trust ("REIT”), plans and
objectives of management for future operations and statements that
include words such as "anticipate,” "if,” "believe,” "plan,” "estimate,”
"expect,” "intend,” "may,” "could,” "should,” "will” and other similar
expressions are forward-looking statements. Such forward-looking
statements are inherently uncertain, and security holders must recognize
that actual results may differ from the Company’s expectations. The
Company does not undertake a duty to update such forward-looking
statements, which speak only as of the date on which they are made.
The Company’s actual future results and trends may differ materially
depending on a variety of factors discussed in the Company’s filings
with the Securities and Exchange Commission. These factors include
without limitation: (a) the ability and willingness of the Company’s
tenants, operators, borrowers, managers and other third parties to meet
and/or perform their obligations under their respective contractual
arrangements with the Company, including, in some cases, their
obligations to indemnify, defend and hold harmless the Company from and
against various claims, litigation and liabilities; (b) the ability of
the Company’s tenants, operators, borrowers and managers to maintain the
financial strength and liquidity necessary to satisfy their respective
obligations and liabilities to third parties, including without
limitation obligations under their existing credit facilities and other
indebtedness; (c) the Company’s success in implementing its business
strategy and the Company’s ability to identify, underwrite, finance,
consummate and integrate diversifying acquisitions or investments,
including its pending transactions with Atria Senior Living Group, Inc.
and Nationwide Health Properties, Inc. and those in different asset
types and outside the United States; (d) the nature and extent of future
competition; (e) the extent of future or pending healthcare reform and
regulation, including cost containment measures and changes in
reimbursement policies, procedures and rates; (f) increases in the
Company’s cost of borrowing as a result of changes in interest rates and
other factors; (g) the ability of the Company’s operators and managers,
as applicable, to deliver high quality services, to attract and retain
qualified personnel and to attract residents and patients; (h) changes
in general economic conditions and/or economic conditions in the markets
in which the Company may, from time to time, compete, and the effect of
those changes on the Company’s revenues and its ability to access the
capital markets or other sources of funds; (i) the Company’s ability to
pay down, refinance, restructure and/or extend its indebtedness as it
becomes due; (j) the Company’s ability and willingness to maintain its
qualification as a REIT due to economic, market, legal, tax or other
considerations; (k) final determination of the Company’s taxable net
income for the year ended December 31, 2010 and for the year ending
December 31, 2011; (l) the ability and willingness of the Company’s
tenants to renew their leases with the Company upon expiration of the
leases and the Company’s ability to reposition its properties on the
same or better terms in the event such leases expire and are not renewed
by the Company’s tenants or in the event the Company exercises its right
to replace an existing tenant upon default; (m) risks associated with
the Company’s senior living operating portfolio, such as factors causing
volatility in the Company’s operating income and earnings generated by
its properties, including without limitation national and regional
economic conditions, costs of materials, energy, labor and services,
employee benefit costs, insurance costs and professional and general
liability claims, and the timely delivery of accurate property-level
financial results for those properties; (n) the movement of U.S. and
Canadian exchange rates; (o) year-over-year changes in the Consumer
Price Index and the effect of those changes on the rent escalators,
including the rent escalator for Master Lease 2 with Kindred Healthcare,
Inc., and the Company’s earnings; (p) the Company’s ability and the
ability of its tenants, operators, borrowers and managers to obtain and
maintain adequate liability and other insurance from reputable and
financially stable providers; (q) the impact of increased operating
costs and uninsured professional liability claims on the liquidity,
financial condition and results of operations of the Company’s tenants,
operators, borrowers and managers, and the ability of the Company’s
tenants, operators, borrowers and managers to accurately estimate the
magnitude of those claims; (r) risks associated with the Company’s
medical office building portfolio and operations, including its ability
to successfully design, develop and manage MOBs, to accurately estimate
its costs in fixed fee-for-service projects and to retain key personnel;
(s) the ability of the hospitals on or near whose campuses the Company’s
MOBs are located and their affiliated health systems to remain
competitive and financially viable and to attract physicians and
physician groups; (t) the Company’s ability to maintain or expand its
relationships with its existing and future hospital and health system
clients; (u) risks associated with the Company’s investments in joint
ventures and unconsolidated entities, including its lack of sole
decision-making authority and its reliance on its joint venture
partners’ financial condition; (v) the impact of market or issuer events
on the liquidity or value of the Company’s investments in marketable
securities; and (w) the impact of any financial, accounting, legal or
regulatory issues or litigation that may affect the Company or its major
tenants, operators or managers.
Many of these factors are beyond
the control of the Company and its management.
