Enters Into Cooperation Agreement with Land & Buildings
Ventas, Inc. (NYSE: VTR) today announced that its Board of Directors has appointed Theodore Bigman and Joe V. Rodriguez, Jr. to the Board, effective immediately. In connection with the appointments, which align with Ventas’s ongoing focus on Board refreshment and maintaining strong governance, the Company has entered into a mutual cooperation agreement (the “Cooperation Agreement”) with shareholder Land & Buildings Investment Management LLC (“Land & Buildings”).
Mr. Bigman brings significant investing and capital markets experience, and has served as a private investor and as founder and Chief Investment Officer of Bigman Holdings, his family office, since March 2021. Prior to that, Mr. Bigman held a number of positions at MSIM, an asset management firm and subsidiary of Morgan Stanley, from 1995 to 2021, most recently as Head of Global Listed Real Assets Investing. In connection with his position at MSIM, Mr. Bigman served as a member of the Board of Trust Managers for each of American Industrial Properties REIT, a real estate investment trust, and Grove Property Trust, a real estate investment trust.
Mr. Rodriguez is a seasoned real estate investor with 30 years of experience across capital markets, finance and portfolio management. Mr. Rodriguez was a Founding Partner and Chief Investment Officer at Invesco Real Estate and helped scale the firm from $1 billion to more than $90 billion in assets under management. He has served as a Board Advisor to Invesco Office J-REIT and AIM Select Real Estate Income Fund.
Debra A. Cafaro, Ventas Chairman and CEO, said, “I am pleased to welcome Ted and Joe to the Board and look forward to working with them to drive value for shareholders. I have great respect for their professional accomplishments and REIT investment experience and am delighted we are adding directors of their caliber to the Board.”
“We appreciate the constructive dialogue we have had with a cross-section of shareholders, as we continue to refresh Ventas’s Board to complement our existing skillset, support the Company’s execution of its strategy and enhance value for Ventas shareholders,” said Melody Barnes, Chair of the Board’s Nominating, Governance and Corporate Responsibility Committee.
“Joe and Ted are both accomplished investors who will add important perspectives to the Board as it seeks to drive value for all shareholders,” said Jonathan Litt, Founder & CIO, Land & Buildings. “We are confident these appointments will benefit the Company as it executes its strategy, and we would like to thank the Board for its collaborative engagement in reaching this outcome.”
With Mr. Bigman’s and Mr. Rodriguez’s appointments, the Ventas Board will temporarily expand to 13 directors, 12 of whom are independent and over 50% of whom identify as diverse by gender or ethnicity. The Board is expected to comprise 12 directors following the Annual Meeting. Mr. Bigman will join the Investment Committee of Ventas’s Board and Mr. Rodriguez will join the Nominating, Governance and Corporate Responsibility Committee, effective immediately.
In connection with the Cooperation Agreement, Land & Buildings will vote its shares in favor of all of the Board’s director nominees at the 2024 Annual Meeting of Stockholders. Land & Buildings has also agreed to customary standstill, voting and other provisions. The full agreement between Ventas and Land & Buildings will be filed on a Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”).
In a separate release issued today, Ventas announced additional governance actions.
About Ventas
Ventas, Inc. (NYSE: VTR) is a leading S&P 500 real estate investment trust focused on delivering strong, sustainable shareholder returns by enabling exceptional environments that benefit a large and growing aging population. The Company’s growth is fueled by its senior housing communities, which provide valuable services to residents and enable them to thrive in supported environments. Ventas leverages its unmatched operational expertise, data-driven insights from its Ventas Operational InsightsTM platform, extensive relationships and strong financial position to achieve its goal of delivering outsized performance across approximately 1,400 properties. The Ventas portfolio is composed of senior housing communities, outpatient medical buildings, research centers and healthcare facilities in North America and the United Kingdom. The Company benefits from a seasoned team of talented professionals who share a commitment to excellence, integrity and a common purpose of helping people live longer, healthier, happier lives.
Forward-Looking Statements
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Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our completed or anticipated acquisitions and investments of properties, including our ownership of the properties included in our equitized loan portfolio; (b) our exposure and the exposure of our tenants, managers and borrowers to complex healthcare and other regulation, including evolving laws and regulations regarding data privacy and cybersecurity and environmental matters, and the challenges and expense associated with complying with such regulation; (c) the potential for significant general and commercial claims, legal actions, regulatory proceedings or enforcement actions that could subject us or our tenants, managers or borrowers to increased operating costs, uninsured liabilities, fines or significant operational limitations, including the loss or suspension of or moratoriums on accreditations, licenses or certificates of need, suspension of or nonpayment for new admissions, denial of reimbursement, suspension, decertification or exclusion from federal, state or foreign healthcare programs or the closure of facilities or communities; (d) the impact of market and general economic conditions on us, our tenants, managers and borrowers and in areas in which our properties are geographically concentrated, including macroeconomic trends and financial market events, such as bank failures and other events affecting financial institutions, market volatility, increases in inflation, changes in or elevated interest and exchange rates, tightening of lending standards and reduced availability of credit or capital, geopolitical conditions, supply chain pressures, rising labor costs and historically low unemployment, events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets, labor markets and public and private capital markets; (e) our reliance and the reliance of our tenants, managers and borrowers on the financial, credit and capital markets and the risk that those markets may be disrupted or become constrained, including as a result of bank failures or concerns or rumors about such events, tightening of lending standards and reduced availability of credit or capital; (f) the secondary and tertiary effects of the COVID-19 pandemic on our business, financial condition and results of operations and the implementation and impact of regulations related to the CARES Act and other stimulus legislation, including the risk that some or all of the CARES Act or other COVID-19 relief payments we or our tenants, managers or borrowers received could be recouped; (g) our ability, and the ability of our tenants, managers and borrowers, to navigate the trends impacting our or their businesses and the industries in which we or they operate, and the financial condition or business prospect of our tenants, managers and borrowers; (h) the risk of bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors which may, among other things, have an adverse impact on the ability of such parties to make payments or meet their other obligations to us, which could have an adverse impact on our results of operations and financial condition; (i) the risk that the borrowers under our loans or other investments default or that, to the extent we are able to foreclose or otherwise acquire the collateral securing our loans or other investments, we will be required to incur additional expense or indebtedness in connection therewith, that the assets will underperform expectations or that we may not be able to subsequently dispose of all or part of such assets on favorable terms; (j) our current and future amount of outstanding indebtedness, and our ability to access capital and to incur additional debt which is subject to our compliance with covenants in instruments governing our and our subsidiaries’ existing indebtedness; (k) the recognition of reserves, allowances, credit losses or impairment charges are inherently uncertain, may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets, which could have an adverse impact on our results of operations and financial condition; (l) the non-renewal of any leases or management agreement or defaults by tenants or managers thereunder and the risk of our inability to replace those tenants or managers on a timely basis or on favorable terms, if at all; (m) our ability to identify and consummate future investments in or dispositions of healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles, joint ventures and minority interests, including our ability to dispose of such assets on favorable terms as a result of rights of first offer or rights of first refusal in favor of third parties; (n) risks related to development, redevelopment and construction projects, including costs associated with inflation, rising or elevated interest rates, labor conditions and supply chain pressures, and risks related to increased construction and development in markets in which our properties are located, including adverse effect on our future occupancy rates; (o) our ability to attract and retain talented employees; (p) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply with such requirements; (q) the ownership limits contained in our certificate of incorporation with respect to our capital stock in order to preserve our qualification as a REIT, which may delay, defer or prevent a change of control of our company; (r) the risk of changes in healthcare law or regulation or in tax laws, guidance and interpretations, particularly as applied to REITs, that could adversely affect us or our tenants, managers or borrowers; (s) increases in our borrowing costs as a result of becoming more leveraged, including in connection with acquisitions or other investment activity and rising or elevated interest rates; (t) our reliance on third-party managers and tenants to operate or exert substantial control over properties they manage for or rent from us, which limits our control and influence over such operations and results; (u) our exposure to various operational risks, liabilities and claims from our operating assets; (v) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (w) our exposure to particular risks due to our specific asset classes and operating markets, such as adverse changes affecting our specific asset classes and the real estate industry, the competitiveness or financial viability of hospitals on or near the campuses where our outpatient medical buildings are located, our relationships with universities, the level of expense and uncertainty of our research tenants, and the limitation of our uses of some properties we own that are subject to ground lease, air rights or other restrictive agreements; (x) the risk of damage to our reputation; (y) the availability, adequacy and pricing of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (z) the risk of exposure to unknown liabilities from our investments in properties or businesses; (aa) the occurrence of cybersecurity threats and incidents that could disrupt our or our tenants’, managers’ or borrower’s operations, result in the loss of confidential or personal information or damage our business relationships and reputation; (bb) the failure to maintain effective internal controls, which could harm our business, results of operations and financial condition; (cc) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, managers or borrowers; (dd) disruptions to the management and operations of our business and the uncertainties caused by activist investors; (ee) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change; (ff) the risk of potential dilution resulting from future sales or issuances of our equity securities; and (gg) the other factors set forth in our periodic filings with the Securities and Exchange Commission.
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