Ventas, Inc. (NYSE: VTR) today announced the completion of a
series of transactions with Atria Senior Living (“Atria”), one of
its leading senior housing operating partners, under which Atria’s
management team has raised growth capital by selling 50 percent of
their ownership in Atria’s management business to Fremont Realty
Capital (“Fremont”), the real estate private equity business unit
of the Fremont Group, the investment office of the Bechtel
family.
There is no change in Ventas’s real estate ownership as a result
of this transaction. The Atria management capital raise, which will
support Atria’s strategic growth, values Atria at a substantial
increase compared to the 2012 transaction in which Ventas acquired
34 percent of the business. Ventas has made an additional
investment in Atria to maintain its 34 percent ownership stake
without dilution. Ventas will continue to have two representatives
serve on Atria’s board of directors and maintain certain other
rights with respect to governance.
“We are delighted to support Atria’s growth-focused capital
raise for its management platform and welcome Fremont as an
investor in Atria,” said Debra A. Cafaro, Ventas Chairman and Chief
Executive Officer. “Since we acquired substantially all of Atria’s
real estate in 2011, Atria’s management business has nearly doubled
in size. As a leading national senior care provider with an
outstanding management team, Atria has significant growth
potential. As Atria now takes the next step to enhance its scale
and financial flexibility, the business will be well positioned for
growth as a consolidator within a highly fragmented market.”
Ms. Cafaro continued, “Fremont is an experienced investor and
will be an excellent partner given its long-term investment
horizon, and its focus on high-quality management teams in
attractive businesses. This additional equity investment in Atria’s
management business is yet another example of the broad-based
interest from investors of all types in excellent senior care
providers.”
“Ventas has been a supportive and invaluable partner in helping
us grow our business, and this transaction puts our management
business on a path for further growth and expansion,” said John A.
Moore, Atria Chairman and Chief Executive Officer. “We look forward
to continuing to collaborate with Ventas in the years ahead as we
mutually support each company’s business goals.”
Initially, proceeds of the current capital raise have been
principally reinvested in Atria. The transactions will result in
Ventas owning a 34 percent share of Atria’s management services
business with Atria senior executives and Fremont owning 33 percent
each, respectively.
Since Ventas’s initial acquisition of substantially all of
Atria’s real estate in 2011, Ventas has invested nearly $3 billion
of incremental capital in senior housing communities operated by
Atria. Ventas currently owns 172 senior housing communities
operated by Atria. Atria has increased the number of communities it
manages on a long-term basis from 125 to over 200, doubling revenue
under management since 2011.
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 Atria Senior
Living
Atria Senior Living is a leading operator of independent living,
assisted living, supportive living and memory care communities in
over 200 locations in 28 states and seven Canadian provinces. We
are the residence of choice for more than 20,000 seniors, and the
workplace of choice for more than 16,000 employees. We create
vibrant communities where older adults can thrive and participate,
know that their contributions are valued, and enjoy access to
opportunities and support that help them keep making a positive
difference in our world. For more information about Atria, visit us
online at AtriaSeniorLiving.com.
About Fremont
Fremont Realty Capital is the real estate private equity
business unit of the Fremont Group, the investment office of the
Bechtel family of San Francisco. Since formation in 1997, Fremont
Realty Capital has provided investors with superior risk-adjusted
returns and value-creation through investments in non-traditional
and traditional real estate sectors, both domestically and abroad.
Our success results from a disciplined investment strategy,
enduring relationships with best-in-class operating partners, and
the collective experience of the firm’s principals. The firm has
made investments representing over 365 properties in 11 countries
over 19 years totaling more than $5 billion of total
capitalization. For more information, visit
FremontGroup.com/Fremont-Realty-Capital.
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/20171220006079/en/
Ventas, Inc.Ryan K. Shannon(877) 4-VENTAS
Ventas (NYSE:VTR)
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