Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today
that it has priced a public offering of $500 million aggregate principal
amount of 2.700% Senior Notes due 2020 (the “Notes”) at 99.942% 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 sale of the Notes is
expected to close on March 19, 2013, subject to customary closing
conditions.
The Company expects to use the net proceeds from the offering to repay
indebtedness outstanding under its unsecured revolving credit facility
and for working capital and other general corporate purposes, including
to fund future acquisitions or investments, if any.
Citigroup, Credit Agricole CIB, Jefferies and J.P. Morgan acted as joint
book-running managers for the offering of the Notes.
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. When available,
copies of the prospectus supplement and the accompanying prospectus may
be obtained from: Citigroup, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, New York 11717, or by telephone at
800-831-9146; Credit Agricole CIB, 1301 Avenue of the Americas - 17th
Floor, New York, NY 10019, or by telephone at 212-261-3678; Jefferies,
520 Madison Avenue, 8th Floor, New York, NY 10022, or by
telephone at 212-336-7247; or J.P. Morgan, 383 Madison Avenue, New York,
NY 10179, Attention: High Grade Syndicate Desk, 3rd Floor, or by
telephone at 212-834-4533 (collect).
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 for 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 Healthcare, Inc., 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 medical office building (“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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