Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced
today that it has priced a public offering of $500 million
aggregate principal amount of 4.125% Senior Notes due 2026 (the
“Notes”) at 99.218% of principal amount. The Notes are being issued
by the Company’s operating partnership, Ventas Realty, Limited
Partnership, and will be guaranteed, on a senior unsecured basis,
by the Company. The sale of the Notes is expected to close on July
16, 2015, subject to customary closing conditions.
The Company expects to use the net proceeds from the offering
for working capital and other general corporate purposes, including
to fund pending or future acquisitions and investments.
UBS Securities LLC, Citigroup Global Markets Inc. and Credit
Agricole Securities (USA) Inc. acted as joint book-running managers
for the offering of the Notes.
The Notes are being offered pursuant to the Company’s existing
shelf registration statement, which became automatically effective
upon filing with the Securities and Exchange Commission. A
prospectus supplement and accompanying prospectus 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:
UBS Securities LLC, Attention: Prospectus Specialist, 1285 Avenue
of the Americas, New York, NY 10019, telephone: 888-827-7275;
Citigroup Global Markets Inc., c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, NY 11717, telephone:
800-831-9146; or Credit Agricole Securities (USA) Inc., Attention:
Debt Syndicate, 1301 Avenue of the Americas, New York, New York
10019, telephone: 212-261-3678.
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.
Ventas, Inc., an S&P 500 company, is a leading real estate
investment trust. Its diverse portfolio of more than 1,600 assets
in the United States, Canada and the United Kingdom consists of
seniors housing communities, medical office buildings, skilled
nursing facilities, hospitals and other properties. 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.
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. These statements include, but are not limited to,
statements regarding the expected timing of the completion of the
proposed transaction, the benefits of the proposed transaction,
including future financial and operating results, statements
regarding plans, objectives, expectations relating to the proposed
transaction and other statements that are not historical facts. 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, 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 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, including investments in different
asset types and outside the United States; (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 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 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 capital 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, 2014 and for the
year ending December 31, 2015; (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, to accurately estimate its costs
in fixed fee-for-service projects 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) the Company’s ability to build, maintain
and expand its relationships with existing and prospective hospital
and health system clients; (v) 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; (w)
the impact of market or issuer events on the liquidity or value of
the Company’s investments in marketable securities; (x) merger and
acquisition 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; (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; and (aa) uncertainties as to the completion and
timing of the Company’s proposed spin-off transaction, and the
impact of the spin-off transaction on the Company’s business. Many
of these factors are beyond the control of the Company and its
management.
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Ventas, Inc.Lori B. Wittman(877) 4-VENTAS
Ventas (NYSE:VTR)
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