Ventas Expects to Declare Third Quarter 2015
Dividend of At Least $0.73 Per Share
Ventas, Inc. (NYSE: VTR) (“Ventas”) today announced that it has
completed the spin-off (the “Spin-Off”) of most of its
post-acute/skilled nursing facility (“SNF”) portfolio into an
independent, publicly traded REIT called Care Capital Properties,
Inc. (“CCP”). CCP, a pure-play SNF REIT, will primarily own,
acquire and lease skilled nursing facilities operated by local and
regional care providers across the United States and is listed on
the New York Stock Exchange under the symbol “CCP.”
“This is an exciting day for Ventas as we launch CCP as a
pure-play SNF REIT with a great team, strong balance sheet and
customer relationships and significant market opportunity in the
large fragmented skilled nursing market,” said Ventas Chairman and
Chief Executive Officer Debra A. Cafaro. “At the same time, we are
elevating Ventas for a successful future as one of the top REITs
globally. Ventas expects to have an enhanced growth profile,
superior cost of capital, outstanding portfolio operated
principally by top tier operators and care providers and industry
leading net operating income derived from private pay sources. We
will also maintain our diversification, scale and strong balance
sheet. We look forward to driving value creation through
best-in-class financial and operating results, a deep and
experienced management team focused on shareholders and customers,
a well-articulated and executed capital allocation strategy and
compelling dividend growth.”
Ventas expects to declare a dividend of at least $0.73 per share
and CCP expects to declare a dividend of $0.57 per share ($0.1425
per share on a pre 1:4 adjustment basis). This is consistent with
Ventas’s previous expectation that the companies’ combined dividend
would increase at least 10 percent from its current level of $0.79
on an aggregate basis following the Spin-Off. In each case the
expected dividend increase will be effective for the third quarter
2015, subject to approval by each respective Board of Directors.
Ventas’s 10 year dividend compound annual growth rate is 9
percent.
The Company intends to provide updated 2015 normalized funds
from operation (“FFO”) guidance during the third quarter 2015. The
Company continues to expect that the impact of the Spin-Off would
adjust its normalized FFO per share by ($0.20-$0.22) per share on a
full quarter basis.
On July 30, 2015, Ventas declared a dividend distribution of one
share of CCP common stock for every four shares of Ventas common
stock held at the close of business on August 10, 2015, the record
date for the distribution.
Since August 6, 2015, CCP shares have been traded on a “when
issued” basis under the symbol “CCP WI.” The “when issued” trading
of CCP shares ended at the close of the market yesterday. Starting
today, the “regular way” trading of common shares of CCP will begin
on the New York Stock Exchange under the ticker symbol “CCP.”
Ventas’s common stock will continue to trade on the New York Stock
Exchange under the symbol “VTR.”
With the completion of the Spin-Off, Ventas currently has
approximately 336.4 million fully diluted shares outstanding.
Advisors
Centerview Partners and Bank of America Merrill Lynch are
serving as financial advisors to Ventas, and Wachtell, Lipton,
Rosen & Katz is serving as legal advisor in connection with the
Spin-Off.
About Ventas
Ventas, Inc., an S&P 500 company, is a leading real estate
investment trust. Its diverse portfolio of nearly 1,300 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.
More information about Ventas and Lillibridge can be found at
www.ventasreit.com and www.lillibridge.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. These statements include, but are not limited to,
statements regarding the benefits of the transaction, including
future financial and operating results, statements regarding plans,
objectives, expectations relating to the transaction and other
statements that are not historical facts. All statements regarding
Ventas, Inc. (the “Company”) 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 Securities and Exchange
Commission. These factors include without limitation: (a) the
expected tax treatment of the spin-off; (b) the impact of the
spin-off on the Company’s business; (c) 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; (d) 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; (e) 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; (f) macroeconomic
conditions such as a disruption of or lack of access to the capital
markets, changes in the debt rating on United States 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; (g) 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; (h) the extent of future or pending
healthcare reform and regulation, including cost containment
measures and changes in reimbursement policies, procedures and
rates; (i) increases in the Company’s borrowing costs as a result
of changes in interest rates and other factors; (j) 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; (k)
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; (l) the Company’s ability to pay down,
refinance, restructure or extend its indebtedness as it becomes
due; (m) the Company’s ability and willingness to maintain its
qualification as a REIT in light of economic, market, legal, tax
and other considerations; (n) final determination of the Company’s
taxable net income for the year ended December 31, 2014 and for the
year ending December 31, 2015; (o) 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; (p) 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; (q) changes in exchange rates for any foreign
currency in which the Company may, from time to time, conduct
business; (r) 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; (s) 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; (t) 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; (u) 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; (v)
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; (w) the Company’s ability to build, maintain
and expand its relationships with existing and prospective hospital
and health system clients; (x) 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; (y)
the impact of market or issuer events on the liquidity or value of
the Company’s investments in marketable securities; (z) 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; (aa) 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 (ab) 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. Many of these factors are beyond the control of
the Company and its management.
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Ventas, Inc.Robert F. Probst, Executive Vice President and Chief
Financial Officer(877) 4-VENTAS
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