Ventas Enters Agreement to Sell Common Stock
March 11 2004 - 7:31AM
PR Newswire (US)
Ventas Enters Agreement to Sell Common Stock Company Expects to
Receive Net Proceeds of $51.2 Million LOUISVILLE, Ky., March 11
/PRNewswire-FirstCall/ -- Ventas, Inc. ("Ventas" or the "Company")
said today that it has agreed to sell 2.0 million shares of its
common stock to Merrill Lynch & Co., as sole bookrunning
manager for an underwritten public offering. Ventas expects to
receive net proceeds of approximately $51.2 million from the sale.
The Company expects to use the net proceeds to repay indebtedness
under its revolving credit facility and for general corporate
purposes, including to fund possible future acquisitions. Closing
of the transaction is subject to customary closing conditions. The
common shares are being offered under the Company's existing shelf
registration statement, which has been declared effective by the
Securities and Exchange Commission. A prospectus supplement
describing the terms of the offering will be filed with the
Securities and Exchange Commission. When available, copies of the
prospectus supplement and the accompanying prospectus may be
obtained from the offices of Merrill Lynch & Co., 4 World
Financial Center, 250 Vesey Street, Ground Floor, New York, New
York 10080. 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 state in which such offer,
solicitation or sales would be unlawful prior to registration or
qualification under the securities laws ofany state. Ventas is a
healthcare real estate investment trust that owns 42 hospitals, 199
nursing facilities, 21 senior housing facilities and 11 other
facilities in 38 states. The Company also has investments in 25
additional healthcare and senior housing facilities. More
information about Ventas can be found on its website at
http://www.ventasreit.com/. 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 Ventas, Inc.'s ("Ventas" or the "Company") and its
subsidiaries' expected future financial position, results of
operations, cash flows, funds from operations, dividends
anddividend plans, financing plans, business strategy, budgets,
projected costs, capital expenditures, competitive positions,
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. Such
forward-looking statements are inherently uncertain, and security
holders must recognize that actual results may differ from the
Company's expectations. The Company does not undertake a duty to
update such forward-looking statements. Actual future results and
trends for the Company may differ materially depending on a variety
of factors discussed in the Company's filings with the Securities
and Exchange Commission (the "Commission"). Factors that may affect
the plans or results of the Company include, without limitation,
(a) the ability and willingness of Kindred Healthcare, Inc.
("Kindred") and certain of its affiliates to continue to meet
and/or perform their obligations under their contractual
arrangements with the Company and the Company's subsidiaries,
including without limitation the lease agreements and various
agreements entered into by the Company and Kindred at the time of
the Company's spin off of Kindred on May 1, 1998 (the "1998 Spin
Off"), as such agreements may have been amended and restated in
connection with Kindred's emergence from bankruptcy on April 20,
2001, (b) the ability and willingness of Kindred to continue to
meet and/or perform its obligation to indemnify and defend the
Company for all litigation and other claims relating to the
healthcare operations and other assets and liabilities transferred
to Kindred in the 1998 Spin Off, (c) the ability of Kindred and the
Company's other operators to maintain the financial strength and
liquidity necessary to satisfy their respective obligations and
duties under the leases and other agreements with the Company, and
their existing credit agreements, (d) the Company's success in
implementing its business strategy and the Company's ability to
identify and consummate diversifying acquisitions or investments,
including the consummation of the acquisition of the remaining four
facilities from affiliates of Brookdate Living Communities, Inc.,
(e) the nature and extent of future competition, (f) the extent of
future healthcare reform and regulation, including cost containment
measures and changes in reimbursement policies, procedures and
rates, (g) increases in the cost of borrowing for the Company, (h)
the ability of the Company's operators to deliver high quality care
and to attract patients, (i) the results of litigation affecting
the Company, (j) changes in general economic conditions and/or
economic conditions in the markets in which the Company may, from
time to time, compete, (k) the ability of the Company to pay
down,refinance, restructure, and/or extend its indebtedness as it
becomes due, (l) the movement of interest rates and the resulting
impact on the value of and the accounting for the Company's
interest rate swap agreement, (m) the ability and willingness of
the Company to maintain its qualification as a REIT due to
economic, market, legal, tax or other considerations, (n) final
determination of the Company's taxable net income for the years
ending December 31, 2003 and 2004, (o) the ability and
willingnessof the Company's tenants to renew their leases with the
Company upon expiration of the leases and the Company's ability to
relet its properties on the same or better terms in the event such
leases expire and are not renewed by the existing tenants, and(p)
the impact on the liquidity, financial condition and results of
operations of Kindred and the Company's other operators resulting
from increased operating costs and uninsured liabilities for
professional liability claims, and the ability of Kindredand the
Company's other operators to accurately estimate the magnitude of
such liabilities. Many of such factors are beyond the control of
the Company and its management. DATASOURCE: Ventas, Inc. CONTACT:
Debra A. Cafaro, Chairman, President and CEO, or Richard A.
Schweinhart, Senior Vice President and CFO, both of Ventas, Inc.,
+1-502-357-9000 Web site: http://www.ventasreit.com/
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