Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today
that it has established an “at-the-market” equity offering program
through which it may sell up to an aggregate of $750 million of its
common stock. Under the program, the Company may offer and sell shares
of its common stock from time to time through BofA Merrill Lynch,
Barclays, Citigroup, Goldman, Sachs & Co., J.P. Morgan, and RBC Capital
Markets, as sales agents.
Sales, if any, of the Company’s common stock pursuant to the program
will be made primarily in “at-the-market” offerings, including sales
made directly on the New York Stock Exchange or sales made to or through
a market maker or through an electronic communications network. Sales
may also be made in privately negotiated transactions.
The Company intends to use the net proceeds for general corporate
purposes, including to fund acquisitions and investments and to repay
indebtedness.
The shares of common stock will be offered under the Company’s existing
shelf registration statement. A prospectus supplement and accompanying
prospectus describing the terms of the offering has been filed with the
Securities and Exchange Commission, copies of which may be obtained
from: BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn:
Prospectus Department, dg.prospectus_requests@baml.com;
Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, barclaysprospectus@broadridge.com,
(888) 603-5847; Citigroup, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, (800) 831-9146; Goldman, Sachs & Co.,
Attention: Prospectus Department, 200 West Street, New York, NY 10282,
(866) 471-2526; J.P. Morgan, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, (866) 803-9204; and RBC Capital
Markets, Attention: Equity Syndicate, Three World Financial Center, 200
Vesey Street, 8th floor, New York, New York 10281-8098, (877) 822-4089.
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 1,400 assets in 47
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. 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’,
borrowers’ or managers’ expected future financial condition, results of
operations, cash flows, funds from operations, dividends and dividend
plans, financing opportunities and plans, capital markets transactions,
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. These forward-looking statements are inherently uncertain,
and 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
from expectations 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 satisfy 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 and investments,
including investments in different asset types and outside the United
States; (d) macroeconomic conditions such as a disruption of or lack of
access to the capital markets, changes in the debt rating on U.S.
government securities, default or delay in payment by the United States
of its obligations, and changes in the federal budget resulting in the
reduction or nonpayment of Medicare or Medicaid reimbursement rates; (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 borrowing costs as a result of changes in
interest rates and other factors; (h) the ability of the Company’s
operators and managers, as applicable, to comply with laws, rules and
regulations in the operation of the Company’s properties, to deliver
high quality services, to attract and retain qualified personnel and to
attract residents and patients; (i) changes in general economic
conditions 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, earnings and funding sources; (j) the Company’s
ability to pay down, refinance, restructure or extend its indebtedness
as it becomes due; (k) the Company’s ability and willingness to maintain
its qualification as a REIT due to economic, market, legal, tax or other
considerations; (l) final determination of the Company’s taxable net
income for the year ended December 31, 2012 and the year ending December
31, 2013; (m) the ability and willingness of the Company’s tenants to
renew their leases with the Company upon expiration of the leases, the
Company’s ability to reposition its properties on the same or better
terms in the event of nonrenewal or in the event the Company exercises
its right to replace an existing tenant, and obligations, including
indemnification obligations, the Company may incur in connection with
the replacement of an existing tenant; (n) risks associated with the
Company’s senior living operating portfolio, such as factors that can
cause volatility in the Company’s operating income and earnings
generated by those properties, including without limitation national and
regional economic conditions, costs of food, 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; (o) changes in
U.S. and Canadian currency exchange rates; (p) year-over-year changes in
the Consumer Price Index and the effect of those changes on the rent
escalators contained in the Company’s leases, including the rent
escalators for two of the Company’s master lease agreements with
Kindred, and the Company’s earnings; (q) the Company’s ability and the
ability of its tenants, operators, borrowers and managers to obtain and
maintain adequate property, liability and other insurance from
reputable, financially stable providers; (r) 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; (s) risks associated with the
Company’s MOB portfolio and operations, including the Company’s ability
to successfully design, develop and manage MOBs, to accurately estimate
its costs in fixed fee-for-service projects and to retain key personnel;
(t) 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; (u) the Company’s ability to build, maintain and
expand its relationships with existing and prospective hospital and
health system clients; (v) 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; (w) the impact of market or
issuer events on the liquidity or value of the Company’s investments in
marketable securities; (x) merger and acquisition activity in the
healthcare and seniors housing industries resulting in a change of
control of, or a competitor’s investment in, one or more of our tenants,
operators, borrowers or managers or significant changes in the senior
management of our tenants, operators, borrowers or managers; and (y) the
impact of litigation or any financial, accounting, legal or regulatory
issues that may affect the Company or its tenants, operators, borrowers
or managers. Many of these factors are beyond the control of the
Company and its management.
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