Company Reestablishes “At-the-Market” Equity
Offering Program Expected to Remain in Effect for Three
Years
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said today
that, in connection with the upcoming expiration of the Company’s
existing universal shelf registration statement (the “Existing
Shelf Registration Statement”), which was originally filed on April
2, 2012, it has filed with the Securities and Exchange Commission
(the “Commission”) an automatic shelf registration statement on
Form S-3, relating to the offer and sale, from time to time, of an
indeterminate amount of debt securities and related guarantees,
common stock, preferred stock, depositary shares and warrants. This
registration statement replaces the Existing Shelf Registration
Statement.
The Company also announced today that it has reestablished an
“at-the-market” equity offering program through which it may sell
up to an aggregate of $1 billion of its common stock. The Company’s
previous “at-the-market” equity offering program is no longer
accessible due to the filing of the automatic shelf registration
statement on Form S-3 referred to above. Under the program, the
Company may offer and sell shares of its common stock from time to
time through BofA Merrill Lynch, Barclays, Citigroup, Credit
Agricole CIB, Credit Suisse, J.P. Morgan, Morgan Stanley, and UBS
Investment Bank, as sales agents.
Sales, if any, of the Company’s common stock pursuant to the
program will be made primarily in “at-the-market” offerings,
including sales made directly on the New York Stock Exchange or
sales made to or through a market maker or through an electronic
communications network. Sales may also be made in privately
negotiated transactions. The Company expects the program to remain
in effect for three years, although it may be terminated earlier if
fully utilized or for other reasons.
The Company intends to use the net proceeds for general
corporate purposes, including to fund future acquisitions and
investments and to repay indebtedness.
The shares of common stock will be offered under the Company’s
automatic shelf registration statement. A prospectus supplement and
accompanying prospectus describing the terms of the offering have
been filed with the Commission, copies of which may be obtained
from: BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn:
Prospectus Department, dg.prospectus_requests@baml.com; Barclays,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, barclaysprospectus@broadridge.com, (888)
603-5847; Citigroup, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, (800) 831-9146; Credit Agricole
CIB, 1301 Avenue of the Americas, New York, NY 10019,
equitycapitalmarkets@ca-cib.com, (800) 287-0481; Credit Suisse
Securities (USA) LLC, Attention: Prospectus Department, One Madison
Avenue, New York, NY 10010, or by telephone at (800) 221-1037, or
by email at newyork.prospectus@credit-suisse.com; J.P. Morgan, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, (866) 803-9204; Morgan Stanley, 180 Varick Street, 2nd
Floor, New York, NY 10014, Attention: Prospectus Dept.; and UBS
Securities LLC, Attn: Prospectus Department, 299 Park Avenue, New
York, NY 10171, (888) 827-7275.
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.
Ventas, Inc., an S&P 500 company, is a leading real estate
investment trust. Its diverse portfolio of more than 1,600 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.
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 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 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 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 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 ended December 31, 2014 and 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; 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. Many of these factors are beyond the control of
the Company and its management.
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Ventas, Inc.Lori B. Wittman(877) 4-VENTAS
Ventas (NYSE:VTR)
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