Issuance of Ventas Stock Under Registration
Statements Will Not Impact Fully-Diluted Share Count
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said today
that it has filed with the Securities and Exchange Commission (the
“SEC”) an automatic shelf registration statement on Form S-3,
relating solely to the sale, from time to time, of up to 1,118,525
shares of common stock that may be issued by Ventas upon redemption
of Class C Partnership Units (“Class C Units”) of Ventas Realty
Capital Healthcare Trust Operating, L.P., a subsidiary of Ventas
(the “HCT OP”), by minority unitholders in the HCT OP.
Ventas also announced today that it has filed with the SEC an
automatic shelf registration statement on Form S-3, relating solely
to the sale, from time to time, of up to 2,075,709 shares of common
stock that may be issued by Ventas upon redemption of Class A
Partnership Units (“Class A Units”) of NHP/PMB L.P., a subsidiary
of Ventas, by minority unitholders of NHP/PMB L.P.
The issuance of common stock under either registration statement
will not increase or decrease the number of Ventas shares
outstanding on a fully-diluted basis, nor will Ventas receive
proceeds from such issuance. Under the terms of the partnership
agreements for each of the HCT OP and NHP/PMB L.P., each Class C
Unit and Class A Unit is redeemable, at the option of the
unitholder, for shares of Ventas common stock based on a conversion
formula set forth in the applicable partnership agreement. Ventas
may also elect to redeem Class C Units and Class A Units for a cash
amount based on the trading price of Ventas common stock rather
than for shares of Ventas common stock, pursuant to the terms of
the applicable partnership agreement.
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 sales would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
The Company has filed registration statements (which include a
prospectus) with the SEC for the offerings to which this
communication relates. Before you invest, you should read the
applicable prospectus in that registration statement and other
documents that the Company has filed with the SEC, including any
prospectus supplement, for more complete information about the
Company and this offering. You may get these documents for free by
visiting the SEC website at www.sec.gov. Alternatively, the Company
will arrange to send you the prospectus and any accompanying
prospectus supplement if you request it by contacting Ryan Shannon
at (877) 4-VENTAS.
About Ventas
Ventas, an S&P 500 company, is a leading real estate
investment trust. Its diverse portfolio of approximately 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. All statements regarding 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
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 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; (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 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) the impact of the spin-off of Care
Capital Properties, Inc. 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.Ryan Shannon(877) 4-VENTAS
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