- TPG Capital, Welsh Carson and Humana
to Invest Significant Capital to Acquire Kindred
- Financially Strong, Leading Provider
of Complex Medical Care to Remain Ventas Tenant under Existing
Lease Terms
Ventas, Inc. (NYSE: VTR) said today that it supports the
acquisition of leading healthcare provider Kindred Healthcare, Inc.
(NYSE: KND) ("Kindred") by a consortium (the "Consortium") of TPG
Capital ("TPG"), Welsh, Carson, Anderson & Stowe ("WCAS")
(together, the "Sponsors") and Humana Inc. (NYSE: HUM) ("Humana").
Ventas has been a long-standing partner of Kindred and owns 30
long-term acute care ("LTAC") and inpatient rehabilitation ("IRF")
facilities (the "Leased Facilities") operated by Kindred.
Immediately following the acquisition, businesses now operated
by Kindred will be separated and subsequently owned and operated as
follows: Kindred's LTACs, IRFs and contract rehabilitation services
businesses will be operated as a separate company ("Kindred
Healthcare") owned by the Sponsors; and the home health, hospice
and community care businesses will be operated as a stand-alone
company ("Kindred at Home") owned by the Consortium.
"We are delighted to support this innovative transaction. It
brings together leading healthcare provider Kindred and its
excellent management team with premier private equity sponsors TPG
and WCAS, who have significant experience in healthcare, and
Humana's focus on integrated senior care," said Debra A. Cafaro,
Ventas Chairman and Chief Executive Officer.
"This transaction demonstrates the immense interest from public
and private investors in leading healthcare companies that are
well-positioned to deliver outstanding, cost-effective care. The
significant equity investment in Kindred underscores the attractive
nature of our assets, Kindred's platform and the potential of our
LTACs and IRFs. We look forward to continuing our partnership with
Kindred and working with the new owners as they drive above-market
growth and serve increasing numbers of medically-complex
patients."
Kindred Healthcare will continue to operate the Leased
Facilities under the existing Master Lease on current terms and
rent, including escalations. Following the transaction, the Master
Lease will be guaranteed by Kindred Healthcare, under its new
ownership. Kindred Healthcare will have a significantly
strengthened balance sheet upon completion of the transaction.
The transaction is expected to close during the summer of
2018.
About Ventas
Ventas, Inc., an S&P 500 company, is a leading
real estate investment trust. Its diverse portfolio of more than
1,200 assets in the United States, Canada and
the United Kingdom consists of seniors housing
communities, medical office buildings, life science and innovation
centers, inpatient rehabilitation and long-term acute care
facilities, health systems and skilled nursing facilities. 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. References to "Ventas" or the "Company"
mean Ventas, Inc. and its consolidated subsidiaries
unless otherwise expressly noted. More information
about Ventas and Lillibridge can be found
at www.ventasreit.com and www.lillibridge.com.
About Kindred
Kindred Healthcare, Inc., a top-105 private employer in the
United States, is a FORTUNE 500 healthcare services company based
in Louisville, Kentucky with annual revenues of approximately $6.1
billion1. At September 30, 2017, Kindred's continuing operations,
through its subsidiaries, had approximately 86,400 employees
providing healthcare services in 2,475 locations in 45 states,
including 77 LTAC hospitals, 19 inpatient rehabilitation hospitals,
16 sub-acute units, 609 Kindred at Home home health, hospice and
non-medical home care sites of service, 101 inpatient
rehabilitation units (hospital-based) and contract rehabilitation
service businesses which served 1,653 non-affiliated sites of
service. Ranked as one of Fortune magazine's Most Admired
Healthcare Companies for eight years, Kindred's mission is to
promote healing, provide hope, preserve dignity and produce value
for each patient, resident, family member, customer, employee and
shareholder we serve. For more information, go to
www.kindredhealthcare.com. You can also follow us on Twitter and
Facebook.
1 Revenues from continuing operations for the last twelve months
ended September 30, 2017.
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 and effect 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 ending December 31, 2017; (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 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 Company's ability to obtain
the financial results expected from its development and
redevelopment projects; (w) the impact of market or issuer events
on the liquidity or value of the Company's investments in
marketable securities; (x) consolidation 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; and
(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.
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version on businesswire.com: http://www.businesswire.com/news/home/20171219005644/en/
Ventas, Inc.Ryan K. Shannon,(877) 4-VENTAS
Ventas (NYSE:VTR)
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