Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced
today that Ventas Realty, Limited Partnership (“Ventas Realty”),
its wholly-owned subsidiary, has commenced a cash tender offer for
any and all of its outstanding $550,000,000 aggregate principal
amount of its 1.55% Senior Notes due 2016 (CUSIP No. 92277GAA5)
(the “Notes”), which are fully and unconditionally guaranteed by
Ventas, on the terms and subject to the conditions set forth in the
Offer to Purchase, dated the date hereof (the “Offer to Purchase”),
the related Letter of Transmittal (the “Letter of Transmittal”),
and the related Notice of Guaranteed Delivery attached to the Offer
to Purchase (the “Notice of Guaranteed Delivery”). The tender offer
is referred to herein as the “Offer.” The Offer to Purchase, the
Letter of Transmittal and the Notice of Guaranteed Delivery are
referred to herein collectively as the “Offer Documents.”
The tender offer consideration for each $1,000 principal amount
of the Notes purchased pursuant to the Offer will be $1,003.35 (the
“Tender Offer Consideration”). Holders must validly tender (and not
validly withdraw) or deliver a properly completed and duly executed
Notice of Guaranteed Delivery for their Notes at or before the
Expiration Time (as defined below) in order to be eligible to
receive the Tender Offer Consideration. In addition, holders whose
Notes are purchased in the Offer will receive accrued and unpaid
interest from the last interest payment date to, but not including,
the Payment Date (as defined in the Offer to Purchase) for the
Notes. Ventas Realty expects the Payment Date to occur on June 2,
2016.
The Offer will expire at 5:00 p.m., New York City time, on June
1, 2016 (such time and date, as it may be extended, the “Expiration
Time”), unless extended or earlier terminated by Ventas Realty. The
Notes tendered may be withdrawn at any time at or before the
Expiration Time by following the procedures described in the Offer
to Purchase.
Ventas Realty’s obligation to accept for purchase and to pay for
the Notes validly tendered and not validly withdrawn pursuant to
the Offer is subject to the satisfaction or waiver, in Ventas
Realty’s discretion, of certain conditions, which are more fully
described in the Offer to Purchase, including, among others, Ventas
Realty’s receipt of aggregate proceeds (before underwriter’s
discounts and commissions and other offering expenses) of at least
$300.0 million from an offering of new senior notes, on terms
satisfactory to Ventas Realty. The complete terms and conditions of
the Offer are set forth in the Offer Documents. Holders of the
Notes are urged to read the Offer Documents carefully.
Ventas Realty has retained D.F. King & Co., Inc., as the
tender agent and information agent for the Offer. Ventas Realty has
retained Morgan Stanley & Co. LLC and Wells Fargo Securities,
LLC as the dealer managers (the “Dealer Managers”) for the
Offer.
Holders who would like additional copies of the Offer Documents
may call or email the information agent, D.F. King & Co., Inc.
at (212) 269-5550 (banks and brokers), (866) 416-0576 (all others),
or ventas@dfking.com. Copies of the Offer to Purchase, Letter of
Transmittal, and Notice of Guaranteed Delivery are also available
at the following website: www.dfking.com/ventas. Questions
regarding the terms of the Offer should be directed to Morgan
Stanley & Co. LLC at (212) 761-1057 (collect) or (800) 624-1808
(toll-free) or to Wells Fargo Securities, LLC at (704) 410-4760
(collect) or (866) 309-6316 (toll-free).
This press release shall not constitute an offer to buy or a
solicitation of an offer to sell any Notes. The Offer is being made
solely pursuant to the Offer Documents. The Offer is not being made
to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Offer to be
made by a licensed broker or dealer, the Offers will be deemed to
be made on behalf of Ventas Realty by the Dealer Managers or
one or more registered brokers or dealers that are licensed under
the laws of such jurisdiction.
Ventas, Inc., 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, specialty hospitals and general acute care
hospitals. 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’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 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; (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 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, 2015
and for the year ending December 31, 2016; (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 impact of market or issuer
events on the liquidity or value of the Company’s investments in
marketable securities; (w) 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; (x) 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
(y) 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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Ventas, Inc.Ryan Shannon(877) 4-VENTAS
Ventas (NYSE:VTR)
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