Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced
today the closing of the previously announced offer by Ventas
Realty, Limited Partnership (“Ventas Realty”), its wholly-owned
subsidiary, to purchase for cash (the “Tender Offer”) any and all
of the outstanding 1.55% Senior Notes due 2016 (the “Notes”) issued
by Ventas Realty, which expired at 5:00 p.m., New York City time,
on June 1, 2016 (the “Expiration Time”).
As of the Expiration Time, $453,531,000 aggregate principal
amount of Notes, or 82.46% of the aggregate principal amount of
Notes outstanding, had been validly tendered and not validly
withdrawn. This excludes $1,939,000 aggregate principal amount of
Notes that remain subject to guaranteed delivery procedures. The
complete terms and conditions of the Tender Offer were set forth in
an Offer to Purchase, dated May 25, 2016, and the related Letter of
Transmittal.
Ventas Realty has accepted for payment all the Notes validly
tendered and not validly withdrawn prior to the Expiration Time
and, in accordance with the terms of the Offer to Purchase, has
paid all holders of such Notes $1,003.35 per $1,000 principal
amount of Notes tendered plus accrued and unpaid interest from the
last interest payment date to, but not including, today, June 2,
2016 (the "Payment Date"). Ventas Realty will also accept Notes
tendered and subsequently delivered in accordance with the
guaranteed delivery procedures, and will pay holders of such Notes
the tender offer consideration for such accepted Notes on June 6,
2016, plus accrued and unpaid interest thereon to, but not
including, the Payment Date. Ventas Realty funded the payment for
tendered and accepted notes with the net proceeds from its
previously announced issuance and sale of $400.0 million aggregate
principal amount of its 3.125% Senior Notes due 2023, together with
cash on hand and/or borrowings under its unsecured revolving credit
facility. Morgan Stanley & Co. LLC and Wells Fargo Securities,
LLC acted as dealer managers for the Tender Offer. D.F. King &
Co., Inc. was the information agent and tender agent for the Tender
Offer.
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. 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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