Program Expected to Remain in Effect for
Three Years But No Current Intention to Sell Shares
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said
today that it has replaced its previous $1 billion “at-the-market”
equity offering program (the “Previous Program”) with an identical
“at-the-market” equity offering program (the “Program”). The
Previous Program is no longer accessible due to the expiration of
the automatic shelf registration statement under which the Company
had offered the applicable shares of common stock.
Under the Program, the Company may offer and sell shares of its
common stock from time to time through BofA Merrill Lynch,
Citigroup Global Markets Inc., Credit Agricole Securities (USA)
Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC,
MUFG Securities Americas Inc., RBC Capital Markets, LLC, UBS
Securities LLC and Wells Fargo Securities, LLC, as sales agents.
Sales, if any, of the Company’s common stock pursuant to the
Program will be made primarily in “at-the-market” offerings,
including sales made directly on the New York Stock
Exchange or sales made to or through a market maker or through
an electronic communications network. Sales may also be made in
privately negotiated transactions. The Company expects the Program
to remain in effect for three years, although it may be terminated
earlier if fully utilized or for other reasons.
The Company has no current intention to sell shares of common
stock under the Program. If circumstances change, however, and
sales of the Company’s common stock occur, the Company intends to
use the net proceeds for general corporate purposes, including to
fund future acquisitions and investments and to repay
indebtedness.
The shares of common stock will be offered under the Company’s
automatic shelf registration statement filed with the U.S.
Securities & Exchange Commission (the “SEC”) on February 13,
2018. A prospectus supplement and accompanying prospectus
describing the terms of the offering have been filed with the SEC,
copies of which may be obtained from: BofA Merrill Lynch,
NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC
28255-0001, Attn: Prospectus Department,
dg.prospectus_requests@baml.com; Citigroup, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,
(800) 831-9146; Credit Agricole CIB, 1301 Avenue of the Americas,
New York, NY 10019, equitycapitalmarkets@ca-cib.com, (800)
287-0481; J.P. Morgan, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, (866) 803-9204; Morgan
Stanley, 180 Varick Street, 2nd Floor, New York, NY 10014,
Attention: Prospectus Dept.; MUFG Securities Americas Inc.,
Attention: Capital Markets Group, 1221 Avenue of the Americas, 6th
Floor, New York, New York 10020, or by calling (877) 649-6848; RBC
Capital Markets, LLC, Attention: Equity Syndicate, Three World
Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281;
UBS Investment Bank, Distribution Services / Prospectus Department,
1285 Avenue of the Americas, 25th Floor, New York, NY 10019, (888)
827-7275; and Wells Fargo Securities, Attention: Equity Syndicate
Department, 375 Park Avenue, New York, New York 10152, by telephone
at (800) 326-5897, or by email at
cmclientsupport@wellsfargo.com.
This press release does 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 sales would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
Ventas, Inc., an S&P 500 company, is a leading real estate
investment trust. Its diverse portfolio of approximately 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.
The Company routinely announces material information to
investors and the marketplace using press releases, SEC
filings, public conference calls, webcasts and the Company’s
website at www.ventasreit.com/investor-relations. The
information that the Company posts to its website may be deemed to
be material. Accordingly, the Company encourages investors and
others interested in the Company to routinely monitor and review
the information that the Company posts on its website, in addition
to following the Company’s press releases, SEC filings
and public conference calls and webcasts. Supplemental information
regarding the Company can be found on the Company’s website under
the “Investor Relations” section or at www.ventasreit.com/investor-relations/annual-reports---supplemental-information.
A comprehensive listing of the Company’s properties is available at
www.ventasreit.com/our-portfolio/properties-by-stateprovince.
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 SEC. 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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version on businesswire.com: https://www.businesswire.com/news/home/20180801005300/en/
Ventas, Inc.Ryan K. Shannon(877) 4-VENTAS
Ventas (NYSE:VTR)
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