Issuance of Ventas Stock Under Registration Statements Will Not
Impact Fully-Diluted Share Count
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said today that it
has filed with the Securities and Exchange Commission (the “SEC”) an
automatic shelf registration statement on Form S-3, relating solely to
the sale, from time to time, of up to 1,118,525 shares of common stock
that may be issued by Ventas upon redemption of Class C Partnership
Units (“Class C Units”) of Ventas Realty Capital Healthcare Trust
Operating, L.P., a subsidiary of Ventas (the “HCT OP”), by minority
unitholders in the HCT OP.
Ventas also announced today that it has filed with the SEC an automatic
shelf registration statement on Form S-3, relating solely to the sale,
from time to time, of up to 2,075,709 shares of common stock that may be
issued by Ventas upon redemption of Class A Partnership Units (“Class A
Units”) of NHP/PMB L.P., a subsidiary of Ventas, by minority unitholders
of NHP/PMB L.P.
The issuance of common stock under either registration statement will
not increase or decrease the number of Ventas shares outstanding on a
fully-diluted basis, nor will Ventas receive proceeds from such
issuance. Under the terms of the partnership agreements for each of the
HCT OP and NHP/PMB L.P., each Class C Unit and Class A Unit is
redeemable, at the option of the unitholder, for shares of Ventas common
stock based on a conversion formula set forth in the applicable
partnership agreement. Ventas may also elect to redeem Class C Units and
Class A Units for a cash amount based on the trading price of Ventas
common stock rather than for shares of Ventas common stock, pursuant to
the terms of the applicable partnership agreement.
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
sales would be unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
The Company has filed registration statements (which include a
prospectus) with the SEC for the offerings to which this communication
relates. Before you invest, you should read the applicable prospectus in
that registration statement and other documents that the Company has
filed with the SEC, including any prospectus supplement, for more
complete information about the Company and this offering. You may get
these documents for free by visiting the SEC website at www.sec.gov.
Alternatively, the Company will arrange to send you the prospectus and
any accompanying prospectus supplement if you request it by contacting
Ryan Shannon at (877) 4-VENTAS.
About Ventas
Ventas, an S&P 500 company, is a leading real estate investment trust.
Its diverse portfolio of approximately 1,300 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, skilled nursing facilities,
hospitals 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. 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 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, acquisition 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 United
States government securities, default or delay in payment by the United
States of its obligations, and changes in the federal or state budgets
resulting in the reduction or nonpayment of Medicare or Medicaid
reimbursement rates; (e) the nature and extent of future competition,
including new construction in the markets in which the Company’s seniors
housing communities and medical office buildings (“MOBs”) are located;
(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 capital
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 in light of
economic, market, legal, tax and other considerations; (l) final
determination of the Company’s taxable net income for the year ending
December 31, 2015; (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 exchange rates for any foreign currency in which the Company
may, from time to time, conduct business; (p) year-over-year changes in
the Consumer Price Index or the UK Retail Price Index and the effect of
those changes on the rent escalators contained in the Company’s leases
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 Company’s
liquidity, financial condition and results of operations or that of the
Company’s tenants, operators, borrowers and managers, and the ability of
the Company and 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 seniors housing and healthcare industries
resulting in a change of control of, or a competitor’s investment in,
one or more of the Company’s tenants, operators, borrowers or managers
or significant changes in the senior management of the Company’s
tenants, operators, borrowers or managers; (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; (z)
changes in accounting principles, or their application or
interpretation, and the Company’s ability to make estimates and the
assumptions underlying the estimates, which could have an effect on the
Company’s earnings; and (aa) the impact of the spin-off of Care Capital
Properties, Inc. on the Company’s business. Many of these factors
are beyond the control of the Company and its management.
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