Ventas, Inc. (NYSE: VTR) (“Ventas”) announced today that Ventas
Realty, Limited Partnership (“Ventas Realty”) and Ventas Capital
Corporation (“Ventas Capital” and, together with Ventas Realty, the
“Issuers”), its wholly owned subsidiaries, have commenced a cash
tender offer (the “Offer”) for any and all of their outstanding
3.25% Senior Notes due 2022 (CUSIP No. 92276M AZ8) (the “Notes”).
The Notes were jointly issued by the Issuers and are fully and
unconditionally guaranteed by Ventas.
The Offer is being made on the terms and subject to the
conditions set forth in the Offer to Purchase, dated the date
hereof (the “Offer to Purchase”), and the related Notice of
Guaranteed Delivery attached to the Offer to Purchase (the “Notice
of Guaranteed Delivery” and, together with the Offer to Purchase,
the “Offer Documents”). As of the date hereof, $500,000,000
aggregate principal amount of Notes was outstanding.
The tender offer consideration for each $1,000 principal amount
of the Notes purchased pursuant to the Offer will be $1,041.40 (the
“Tender Offer Consideration”). In order to be eligible to receive
the Tender Offer Consideration, holders must either validly tender
(and not validly withdraw), or deliver a properly completed and
duly executed Notice of Guaranteed Delivery for, their Notes at or
before the Expiration Time (as defined below). In addition to the
Tender Offer Consideration, holders whose Notes are purchased in
the Offer will receive accrued and unpaid interest from the last
interest payment date to, but excluding, the Payment Date (as
defined in the Offer to Purchase) for the Notes. The Issuers expect
the Payment Date to occur on October 2, 2020.
The Offer will expire at 5:00 p.m., New York City time, on
September 29, 2020 (such time and date, as it may be extended, the
“Expiration Time”), unless extended or earlier terminated by the
Issuers. Any Notes tendered may be withdrawn at any time at or
before the Expiration Time by following the procedures described in
the Offer to Purchase.
The Issuers’ obligation to accept for purchase and to pay for
Notes that have been validly tendered and not validly withdrawn
pursuant to the Offer is subject to the satisfaction or waiver, in
the Issuers’ discretion, of certain conditions, which are more
fully described in the Offer to Purchase. The complete terms and
conditions of the Offer are set forth in the Offer Documents.
Holders of the Notes are urged to read the Offer Documents
carefully.
The Issuers have retained D.F. King & Co., Inc. as the
tender agent and information agent (the “Information Agent”) for
the Offer. The Issuers have retained UBS Securities LLC as the
dealer manager for the Offer.
Holders who would like additional copies of the Offer Documents
may call or email the Information Agent at (212) 269-5550 (banks
and brokers), (800) 515-4479 (all others) or ventas@dfking.com.
Copies of the Offer Documents are also available at the following
website: www.dfking.com/ventas. Questions regarding the terms of
the Offer should be directed to UBS Securities LLC at (203)
719-4210 (collect) or (888) 719-4210 (toll free).
This press release shall not constitute an offer to buy or a
solicitation of an offer to sell any Notes. The Offer is being made
solely pursuant to the Offer Documents. The Offer is not being made
to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Offer to be
made by a licensed broker or dealer, the Offer will be deemed to be
made on behalf of the Issuers by UBS Securities LLC or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
Ventas, Inc. (together with its subsidiaries, unless otherwise
expressly noted), an S&P 500 company, is a real estate
investment trust with a highly diversified portfolio of senior
housing, research and innovation, and healthcare properties located
throughout the United States, Canada and the United Kingdom. As of
June 30, 2020, Ventas owned or managed through unconsolidated joint
ventures approximately 1,200 properties (including properties
classified as held for sale), consisting of senior housing
communities, medical office buildings, research and innovation
centers, inpatient rehabilitation and long-term acute care
facilities, and health systems. 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. More information about
Ventas and Lillibridge can be found at www.ventasreit.com and
www.lillibridge.com.
Ventas routinely announces material information to investors and
the marketplace using press releases, Securities and Exchange
Commission (“SEC”) filings, public conference calls, webcasts and
Ventas’ website at www.ventasreit.com/investor-relations. The
information that Ventas posts to its website may be deemed to be
material. Accordingly, Ventas encourages investors and others
interested in Ventas to routinely monitor and review the
information that Ventas posts on its website, in addition to
following Ventas’ press releases, SEC filings and public conference
calls and webcasts. Supplemental information regarding Ventas can
be found on Ventas’ website under the “Investor Relations” section
or at
https://www.ventasreit.com/investor-relations/annual-reports-supplemental-information.
A comprehensive listing of Ventas’ properties is available at
https://ventasreit.com/our-portfolio/properties-location.
This press release includes forward-looking statements. All
statements regarding Ventas’ 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 Ventas’ expectations.
Ventas does not undertake a duty to update these forward-looking
statements, which speak only as of the date on which they are
made.
Ventas’ actual future results and trends may differ materially
from expectations depending on a variety of factors discussed in
Ventas’ filings with the SEC. These factors include without
limitation: the severity, duration and geographical scope of the
COVID-19 pandemic, the effects of the pandemic and measures
intended to prevent its spread on Ventas’ business, results of
operations, cash flows and financial condition, including declines
in rental revenues and increases in operating costs in Ventas’
senior housing operating portfolio, deterioration in the financial
conditions of Ventas’ tenants and their ability to satisfy their
payment obligations to Ventas, constraints in Ventas’ ability to
access capital and other sources of funding, increased risk of
claims, litigation and regulatory proceedings and uncertainty that
may adversely affect Ventas and the ability of federal, state and
local governments to respond to and manage the pandemic
effectively; the ability and willingness of Ventas’ tenants,
operators, borrowers, managers and other third parties to satisfy
their obligations under their respective contractual arrangements
with Ventas, including, in some cases, their obligations to
indemnify, defend and hold harmless Ventas from and against various
claims, litigation and liabilities; the ability of Ventas’ 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; Ventas’ success in implementing its business
strategy and Ventas’ ability to identify, underwrite, finance,
consummate and integrate diversifying acquisitions and investments;
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; the nature and extent of future
competition, including new construction in the markets in which
Ventas’ senior housing communities and office buildings are
located; the extent and effect of future or pending healthcare
reform and regulation, including cost containment measures and
changes in reimbursement policies, procedures and rates; increases
in Ventas’ borrowing costs as a result of changes in interest rates
and other factors, including the potential phasing out of the
London Inter-bank Offered Rate after 2021; the ability of Ventas’
tenants, operators and managers, as applicable, to comply with
laws, rules and regulations in the operation of Ventas’ properties,
to deliver high-quality services, to attract and retain qualified
personnel and to attract residents and patients; changes in general
economic conditions or economic conditions in the markets in which
Ventas may, from time to time, compete, and the effect of those
changes on Ventas’ revenues, earnings and funding sources; Ventas’
ability to pay down, refinance, restructure or extend its
indebtedness as it becomes due; Ventas’ ability and willingness to
maintain its qualification as a REIT in light of economic, market,
legal, tax and other considerations; final determination of Ventas’
taxable net income for the year ended December 31, 2019 and for the
year ending December 31, 2020; the ability and willingness of
Ventas’ tenants to renew their leases with Ventas upon expiration
of the leases, Ventas’ ability to reposition its properties on the
same or better terms in the event of nonrenewal or in the event
Ventas exercises its right to replace an existing tenant, and
obligations, including indemnification obligations, Ventas may
incur in connection with the replacement of an existing tenant;
risks associated with Ventas’ senior housing operating portfolio,
such as factors that can cause volatility in Ventas’ 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; changes in exchange rates for any foreign currency in
which Ventas may, from time to time, conduct business;
year-over-year changes in the Consumer Price Index or the U.K.
Retail Price Index and the effect of those changes on the rent
escalators contained in Ventas’ leases and on Ventas’ earnings;
Ventas’ 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; the impact of damage to Ventas’ properties for
catastrophic weather and other natural events and the physical
effects of climate change; the impact of increased operating costs
and uninsured professional liability claims on Ventas’ liquidity,
financial condition and results of operations or that of Ventas’
tenants, operators, borrowers and managers, and the ability of
Ventas and its tenants, operators, borrowers and managers to
accurately estimate the magnitude of those claims; risks associated
with Ventas’ office building portfolio and operations, including
Ventas’ ability to successfully design, develop and manage office
buildings and to retain key personnel; the ability of the hospitals
on or near whose campuses Ventas’ medical office buildings are
located and their affiliated health systems to remain competitive
and financially viable and to attract physicians and physician
groups; risks associated with Ventas’ 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; Ventas’ ability to obtain the
financial results expected from its development and redevelopment
projects, including projects undertaken through its joint ventures;
the impact of market or issuer events on the liquidity or value of
Ventas’ investments in marketable securities; consolidation in the
senior housing and healthcare industries resulting in a change of
control of, or a competitor’s investment in, one or more of Ventas’
tenants, operators, borrowers or managers or significant changes in
the senior management of Ventas’ tenants, operators, borrowers or
managers; the impact of litigation or any financial, accounting,
legal or regulatory issues that may affect Ventas or its tenants,
operators, borrowers or managers; and changes in accounting
principles, or their application or interpretation, and Ventas’
ability to make estimates and the assumptions underlying the
estimates, which could have an effect on Ventas’ earnings.
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version on businesswire.com: https://www.businesswire.com/news/home/20200923005543/en/
Ventas, Inc. Sarah Whitford (877) 4-VENTAS
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