Ventas, Inc. (NYSE: VTR) announced today the expiration and
results of the previously announced offer by Ventas Realty, Limited
Partnership (“Ventas Realty”) and Ventas Capital Corporation
(“Ventas Capital” and, together with Ventas Realty, the “Issuers”),
its wholly-owned subsidiaries, to purchase for cash (the “Tender
Offer”) any and all of their outstanding 4.00% Senior Notes due
2019 (the “Notes”), jointly issued by the Issuers and fully and
unconditionally guaranteed by Ventas, which expired at 5:00 p.m.,
New York City time, on February 20, 2018 (the “Expiration
Time”).
As of the Expiration Time, $502,122,000 aggregate principal
amount of Notes, or 83.69% of the aggregate principal amount of
Notes outstanding, had been validly tendered and not validly
withdrawn. This excludes $97,878,000 aggregate principal amount of
Notes that remain subject to guaranteed delivery procedures. The
complete terms and conditions of the Tender Offer were set forth in
an Offer to Purchase, dated February 13, 2018, and the related
Letter of Transmittal.
The Issuers expect to accept for payment all Notes validly
tendered and not validly withdrawn prior to the Expiration Time
and, in accordance with the terms of the Offer to Purchase, will
pay all holders of such Notes $1,018.30 per $1,000 principal amount
for all Notes accepted in the Tender Offer, including those
properly tendered and not validly withdrawn prior to the Expiration
Time and those tendered by the guaranteed delivery procedures
described within the Offer to Purchase, three business days after
the Expiration Time, or February 23, 2018 (the “Payment Date”).
Also, on the Payment Date, the Issuers will pay accrued and unpaid
interest from the last interest payment date of the Notes to, but
not including, the Payment Date. For avoidance of doubt, interest
on the Notes will cease to accrue on the Payment Date for all Notes
accepted in the Tender Offer. All Notes purchased on the Payment
Date will subsequently be retired. The Issuers will fund the
payment for tendered and accepted notes with the net proceeds from
Ventas Realty’s previously announced issuance and sale of $650.0
million aggregate principal amount of its 4.000% Senior Notes due
2028, together with cash on hand and/or borrowings under the
Company’s unsecured revolving credit facility. Jefferies LLC and
Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as
dealer managers for the Tender Offer. Ipreo LLC was the information
agent and tender agent for the Tender Offer.
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.
This press release includes forward-looking statements. 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
ended December 31, 2017 and for the year ending December 31, 2018;
(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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Ventas, Inc.Ryan Shannon(877) 4-VENTAS
Ventas (NYSE:VTR)
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