Ventas, Inc. (NYSE: VTR) ("Ventas” or the "Company”) announced today
that it has completed its previously announced $3.1 billion acquisition
of 118 private pay seniors housing communities of privately-owned Atria
Senior Living Group. Prior to the closing, Atria Senior Living Group
spun off its management business to Atria Senior Living, Inc. ("Atria”),
a new company which will continue to manage the acquired properties.
"We are gratified to acquire this exceptional portfolio of seniors
housing communities located in affluent coastal markets managed by Atria
Senior Living, an industry leading manager,” Ventas Chairman and Chief
Executive Officer Debra A. Cafaro said. "This transaction demonstrates
Ventas’s strength at structuring and completing complex, multi-party
transactions collaboratively. We are excited to join forces with Lazard
Real Estate Partners and Atria’s management team.”
Atria, based in Louisville, Kentucky, is the 4th largest
operator of assisted living properties in the U.S. It is owned by
private equity funds managed by Lazard Real Estate Partners.
Ventas, Inc., an S&P 500 company, is a leading healthcare real estate
investment trust. Its diverse portfolio of more than 700 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 Nationwide Health Properties transaction, 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. More
information about Ventas and Lillibridge can be found at www.ventasreit.com
and www.lillibridge.com.
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, dispositions, merger
integration, growth opportunities, 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 transaction with NHP 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, 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 MOB 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.
