Ventas, Inc. (NYSE: VTR) ("Ventas” or the "Company”) said today that it
has closed eight first-mortgage loans aggregating $126 million (the
"$126 million Freddie Mac Loan”), secured by eight seniors housing
communities managed by Sunrise Senior Living, Inc. (NYSE: SRZ)
("Sunrise”). The all-in cost of the debt, which matures in January 2019
(subject to a one-year extension), is 6.5 percent inclusive of costs,
expenses and fees. The borrowers under the $126 million Freddie Mac Loan
are owned 85 percent by Ventas and 15 percent by Sunrise.
Proceeds of the new $126 million Freddie Mac Loan were used to repay in
full $71 million of existing debt, secured by the same eight assisted
living communities, that was scheduled to mature in mid-2009. The
balance was distributed pro-rata to Ventas and Sunrise.
"This refinancing further improves Ventas’s excellent balance sheet and
liquidity position,” Ventas Chairman, President and Chief Executive
Officer Debra A. Cafaro said. "This new $126 million ten-year loan also
demonstrates that stabilized private pay seniors housing assets with
strong owners can attract well-priced long-term capital.”
The eight assisted living communities securing the $126 million Freddie
Mac Loan are located in three states, and their average occupancy is
approximately 91 percent.
KeyCorp Real Estate Capital Markets, Inc. is the initial lender for the
$126 million Freddie Mac Loan. It intends to sell the loan to Freddie
Mac and will continue to service it following the sale.
UPDATES ON OTHER ACTIVITIES:
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Subsequent to the Company’s November 4, 2008 press release, Ventas has
repurchased at a net discount an additional $37 million of its senior
notes due 2009 or 2010 and repaid an additional $24 million of secured
debt. Year-to-date, Ventas has purchased in open market transactions
at a net discount $176 million aggregate principal amount of its 8¾%
senior notes due 2009 and 6¾% senior notes due 2010 and repaid $143
million of secured debt.
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Ventas’s remaining 2009 debt maturities total $125 million. The
Company has $730 million in the aggregate from unused credit capacity
under its revolving credit facilities and liquid investments, for a
net revolver balance of $120 million. Attached to this press release
is a summary of the Company’s current debt maturities.
Ventas, Inc. is a leading healthcare real estate investment trust. Its
diverse portfolio of properties located in 43 states and two Canadian
provinces includes seniors housing communities, skilled nursing
facilities, hospitals, medical office buildings and other properties.
More information about Ventas can be found on its website at www.ventasreit.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 Ventas, Inc.’s ("Ventas” or the "Company”) and its
subsidiaries’ expected future financial position, results of operations,
cash flows, funds from operations, dividends and dividend plans,
financing plans, business strategy, budgets, projected costs, capital
expenditures, competitive positions, acquisitions, investment
opportunities, 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.
These
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
these 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.
Factors that may
affect the Company’s plans or results include without limitation: (a)
the ability and willingness of the Company’s operators, tenants,
borrowers, managers and other third parties, as applicable, to meet
and/or perform the obligations under their various contractual
arrangements with the Company; (b) the ability and willingness of
Kindred Healthcare, Inc. (together with its subsidiaries, "Kindred”),
Brookdale Living Communities, Inc. (together with its subsidiaries,
"Brookdale”) and Alterra Healthcare Corporation (together with its
subsidiaries, "Alterra”) to meet and/or perform their obligations to
indemnify, defend and hold the Company harmless from and against various
claims, litigation and liabilities under the Company’s respective
contractual arrangements with Kindred, Brookdale and Alterra; (c) the
ability of the Company’s operators, tenants, borrowers and managers, as
applicable, 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; (d) 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 those in different asset types and outside the
United States; (e) the nature and extent of future competition; (f) the
extent of future or pending healthcare reform and regulation, including
cost containment measures and changes in reimbursement policies,
procedures and rates; (g) increases in the Company’s cost of borrowing;
(h) 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; (i) the results of
litigation affecting the Company; (j) changes in general economic
conditions and/or economic conditions in the markets in which the
Company may, from time to time, compete; (k) the Company’s ability to
pay down, refinance, restructure and/or extend its indebtedness as it
becomes due; (l) the Company’s ability and willingness to maintain its
qualification as a REIT due to economic, market, legal, tax or other
considerations; (m) final determination of the Company’s taxable net
income for the year ending December 31, 2008; (n) 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 relet
its properties on the same or better terms in the event such leases
expire and are not renewed by the existing tenants; (o) risks associated
with the Company’s seniors housing communities managed by Sunrise Senior
Living, Inc. (together with its subsidiaries, "Sunrise”), including the
timely delivery of accurate property-level financial results for the
Company’s properties; (p) factors causing volatility in the Company’s
revenues generated by its seniors housing communities managed by
Sunrise, including without limitation national and regional economic
conditions, costs of materials, energy, labor and services, employee
benefit costs and professional and general liability claims; (q) the
movement of U.S. and Canadian exchange rates; (r) 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; (s) the impact on the liquidity,
financial condition and results of operations of the Company’s
operators, tenants, borrowers and managers, as applicable, resulting
from increased operating costs and uninsured liabilities for
professional liability claims, and the ability of the Company’s
operators, tenants, borrowers and managers to accurately estimate the
magnitude of these liabilities; (t) the ability and willingness of the
lenders under the Company’s unsecured revolving credit facilities to
fund, in whole or in part, borrowing requests made by the Company from
time to time; (u) the impact of market or issuer events on the liquidity
or value of the Company’s investments in marketable securities; and (v)
the impact of any financial, accounting, legal or regulatory issues that
may affect Sunrise.
Many of these factors are beyond the control
of the Company and its management.
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As of December 4, 2008: Scheduled Maturities of Borrowing
Arrangements, Excluding Normal Monthly Principal Amortization and
Revolving Credit Facilities (a)
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As of December 4, 2008
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(in thousands)
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Total (1)
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Senior Notes and Convertible Notes
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Construction Debt (2)(3)
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Mortgages (4)
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2008
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$
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-
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$
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-
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$
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-
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$
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-
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2009
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125,300
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49,807
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42,126
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33,367
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2010
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286,709
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123,880
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80,196
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82,633
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2011
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278,789
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230,439
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11,530
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36,820
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2012
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499,321
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191,821
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-
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307,500
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Thereafter
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1,462,535
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770,000
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-
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692,535
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$
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2,652,654
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$
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1,365,947
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$
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133,852
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$
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1,152,855
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(a)
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Ventas's credit facilities are due April 2010. The Company has
$730 million in the aggregate from unused credit capacity under
its revolving credit facilities and liquid investments, for a net
revolver balance of $120 million.
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(1)
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Canadian borrowings are valued at the December 1, 2008 spot rate.
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(2)
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The Company's joint venture partners' pro rata share of total
maturities is approximately $20.1 million.
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(3)
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Ventas has the ability and intention to extend certain construction
loans until 2010.
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(4)
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The Company's joint venture partners' pro rata share of total
maturities is approximately $118.8 million.
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