Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced
today that it has priced a public offering of $400 million
aggregate principal amount of 3.125% Senior Notes due 2023 (the
“Notes”) at 99.343% of the principal amount. The Notes are being
issued by the Company’s operating partnership, Ventas Realty,
Limited Partnership (“Ventas Realty”), and will be guaranteed, on a
senior unsecured basis, by the Company. The sale of the Notes is
expected to close on June 2, 2016, subject to customary closing
conditions.
The Company expects to use the net proceeds from the offering,
together with cash on hand and/or borrowings under the Company’s
unsecured revolving credit facility, to purchase Ventas Realty’s
1.55% Senior Notes due 2016 pursuant to a cash tender offer for any
and all of such notes (the “Tender Offer”) that Ventas Realty
commenced today, and for other corporate purposes. The consummation
of the offering of the Notes is not conditioned on the completion
of the Tender Offer.
Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC,
Citigroup Global Markets Inc. and Jefferies LLC 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:
Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000,
Minneapolis, MN 55402, Attention: WFS Customer Service, by
telephone at 1-800-645-3751 or by email at
wfscustomerservice@wellsfargo.com; Morgan Stanley & Co. LLC,
180 Varick Street, New York, NY 10014, Attention: Prospectus
Department, by telephone at 1-866-718-1649 or by email at
prospectus@morganstanley.com; Citigroup Global Markets Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, by telephone at 1-800-831-9146 or by email at
prospectus@citi.com; or Jefferies LLC, 520 Madison Avenue, 3rd
Floor, New York, NY 10022, or by telephone at 1-877-877-0696.
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 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, specialty hospitals and general acute care
hospitals. 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 or 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; (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 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 tenants, 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 in light of economic, market,
legal, tax and other considerations; (l) final determination of the
Company’s taxable net income for the year ended December 31, 2015
and for the year ending December 31, 2016; (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, development
of new, competing properties, 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 on 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 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) 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; (v)
the impact of market or issuer events on the liquidity or value of
the Company’s investments in marketable securities; (w)
consolidation 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; (x) the impact
of litigation or any financial, accounting, legal or regulatory
issues that may affect the Company or its tenants, operators,
borrowers or managers; and (y) 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.
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Ventas, Inc.Ryan Shannon(877) 4-VENTAS
Ventas (NYSE:VTR)
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