Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced
today that its wholly owned subsidiary, Ventas Realty, Limited
Partnership (“Ventas Realty”), has priced an underwritten public
offering of $500 million aggregate principal amount of 5.625%
Senior Notes due 2034 (the “Notes”) at an issue price equal to
98.750% of the principal amount of the Notes. The Notes will be
senior unsecured obligations of Ventas Realty and will be fully and
unconditionally guaranteed by the Company and will mature on July
1, 2034. The sale of the Notes is expected to close on May 13,
2024, subject to the satisfaction of customary closing
conditions.
The Company intends to use the proceeds from the offering of the
Notes for general corporate purposes, which may include repayment
of other indebtedness, or any other general corporate purposes the
Company may deem necessary or advisable, and to pay fees and
expenses related to the offering of the Notes.
BofA Securities, Inc., J.P. Morgan Securities LLC and Wells
Fargo Securities, LLC are acting as joint book-running managers for
the offering of the Notes.
The Company has filed a registration statement (including a
prospectus) and a preliminary prospectus supplement with the
Securities and Exchange Commission (the “SEC”) for the offering of
the Notes to which this communication relates. Before you invest,
you should read the preliminary prospectus supplement, the
accompanying prospectus in that registration statement and the
other documents the Company has filed with the SEC for more
complete information about the Company and this offering. You may
get these documents for free by visiting EDGAR on the SEC’s website
at www.sec.gov. Alternatively, the Company, any underwriter or any
dealer participating in the offering will arrange to send you the
preliminary prospectus supplement and the accompanying prospectus
if you request it by contacting: BofA Securities, Inc., Attention:
Prospectus Department, NC1-022-02-25, 201 North Tryon Street,
Charlotte, North Carolina 28255 or by email at
dg.prospectus_requests@bofa.com; J.P. Morgan Securities LLC, 383
Madison Ave, New York, NY 10179, Attn – Investment Grade Syndicate
Desk, by telephone at (212) 834-4533 or by facsimile at (212)
834-6081; or Wells Fargo Securities, LLC, 608 2nd Avenue South,
Suite 1000, Minneapolis, MN 55402, Attention: WFS Customer Service
or by calling toll free at 1-800-645-3751 or by emailing:
wfscustomerservice@wellsfargo.com. 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.
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.
Safe Harbor Statement
This press release of Ventas, Inc. (the “Company,” “we,” “us,”
“our” and similar terms) 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. These forward-looking statements include, among others,
statements of expectations, beliefs, future plans and strategies,
anticipated results from operations and developments and other
matters that are not historical facts. Forward-looking statements
include, among other things, statements regarding our and our
officers’ intent, belief or expectation as identified by the use of
words such as “assume,” “may,” “will,” “project,” “expect,”
“believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,”
“plan,” “potential,” “opportunity,” “estimate,” “could,” “would,”
“should” and other comparable and derivative terms or the negatives
thereof.
Forward-looking statements are based on management’s beliefs as
well as on a number of assumptions concerning future events. You
should not put undue reliance on these forward-looking statements,
which are not a guarantee of performance and are subject to a
number of uncertainties and other factors that could cause actual
events or results to differ materially from those expressed or
implied by the forward-looking statements. We do not undertake a
duty to update these forward-looking statements, which speak only
as of the date on which they are made. We urge you to carefully
review the disclosures we make concerning risks and uncertainties
that may affect our business and future financial performance,
including those made below and in our filings with the SEC, such as
in the sections titled “Cautionary Statements — Summary Risk
Factors,” “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in our Annual
Report on Form 10-K for the year ended December 31, 2023 and our
subsequent Quarterly Reports on Form 10-Q.
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 Coronavirus
Aid, Relief and Economic Security Act (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 real estate investment trust
(“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 SEC.
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Ventas, Inc. BJ Grant (877) 4-VENTAS
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