Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced
today that Ventas Realty, Limited Partnership (“Ventas Realty”) and
Ventas Capital Corporation (“Ventas Capital” and, together with
Ventas Realty, the “Issuers”), its wholly-owned subsidiaries, have
commenced a cash tender offer for any and all of their outstanding
4.00% Senior Notes due 2019 (CUSIP No. 92276MAY1) (the “Notes”),
which were jointly issued by the Issuers and 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”). As of February 13, 2018, there were
$600,000,000 aggregate principal amount of Notes outstanding. 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 $1,018.30 (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. The Issuers expect the Payment Date to occur on February 23,
2018.
The Offer will expire at 5:00 p.m., New York City time, on
February 20, 2018 (such time and date, as it may be extended, the
“Expiration Time”), unless extended or earlier terminated by the
Issuers. The Notes tendered may be withdrawn at any time at or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.
The Issuers’ 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the Notes validly tendered and not validly withdrawn pursuant to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 the Issuers’
discretion, of certain conditions, which are more fully described
in the Offer to Purchase, including, among others, the Issuers’
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 the
Issuers. 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.
The Issuers have retained Ipreo LLC, as the tender agent and
information agent for the Offer. The Issuers have retained BofA
Merrill Lynch and Jefferies 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, Ipreo LLC at (212)
849-3880 (banks and brokers), (888) 593-9546 (all others), or
tenderoffer@ipreo.com. Copies of the Offer to Purchase, Letter of
Transmittal, and Notice of Guaranteed Delivery are also available
at the following website:
https://www.debtdomain.com/public/ventas/index.html. Questions
regarding the terms of the Offer should be directed to BofA Merrill
Lynch at (980) 387-3907 (collect) or (888) 292-0070 (toll-free) or
Jefferies LLC at 203-363-8273 (collect) or (888) 708-5831
(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 the Issuers 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 more than 1,200 assets
in the United States, Canada and the United Kingdom consists of
seniors housing communities, medical office buildings, life science
and innovation centers, inpatient rehabilitation and long-term
acute care facilities, health systems and skilled nursing
facilities. 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 and effect 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, 2017 and for the year ending December 31, 2018;
(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 Company’s ability to obtain
the financial results expected from its development and
redevelopment projects; (w) the impact of market or issuer events
on the liquidity or value of the Company’s investments in
marketable securities; (x) 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; (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; and
(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.
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Ventas, Inc.Ryan Shannon(877) 4-VENTAS
Ventas (NYSE:VTR)
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