Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced
today the pricing of an underwritten registered public offering of
11,000,000 shares of its common stock at a public offering price of
$62.75 per share. The underwriters have a 30-day option to purchase
up to an additional 1,650,000 shares from the Company at the public
offering price. The Company estimates that the gross proceeds from
the offering, before deducting the underwriting discounts and
commissions and other estimated offering expenses, will be
approximately $690.3 million, or $793.8 million if the underwriters
exercise their option to purchase additional shares in full. The
shares are expected to be delivered on or about June 6, 2019,
subject to customary closing conditions.
The Company intends to use the net proceeds from the offering to
fund a portion of its pending acquisition of substantially all of a
CAD$2.4 billion seniors housing portfolio in Quebec, Canada in
partnership with Le Groupe Maurice. The Company intends to use any
net proceeds not used for such purpose, including if the
acquisition is not completed, for working capital and other general
corporate purposes, which may include funding acquisitions and
investments or repaying indebtedness.
Morgan Stanley, Citigroup and J.P. Morgan are the joint
book-running managers for the offering.
The offering is being made pursuant to the Company’s existing
shelf registration statement, which became automatically effective
upon filing with the Securities and Exchange Commission. A
prospectus supplement and accompanying prospectus describing the
terms of the offering will be filed with the Securities and
Exchange Commission. When available, copies of the prospectus
supplement and the accompanying prospectus may be obtained from:
Morgan Stanley & Co. LLC, Attention: Prospectus Department
- 180 Varick Street, 2nd Floor - New York, NY 10014; Citigroup
Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, or by telephone at
1-800-831-9146; or J.P. Morgan Securities LLC, Attention:
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, telephone: 1-866-803-9204.
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 sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
Ventas, an S&P 500 company, is a leading real estate
investment trust. Its diverse portfolio of approximately 1,200
assets in the United States, Canada and the United Kingdom consists
of seniors housing communities, medical office buildings,
university-based research and innovation centers, inpatient
rehabilitation and long-term acute care facilities, and health
systems. 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 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) the accuracy of
estimates and assumptions that the Company used to underwrite its
acquisition of the interests in the joint venture with Le Group
Maurice and to determine the projected impact and benefits
(including financial) of the transaction, and the potential for the
Company’s estimates or assumptions, as well as the expected impact
and benefits, to change as additional information becomes
available; (e) 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; (f) the nature and extent of
future competition, including new construction in the markets in
which the Company’s seniors housing communities and office
buildings are located; (g) the extent and effect of future or
pending healthcare reform and regulation, including cost
containment measures and changes in reimbursement policies,
procedures and rates; (h) increases in the Company’s borrowing
costs as a result of changes in interest rates and other factors,
including the potential phasing out of the London Inter-bank
Offered Rate after 2021; (i) 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; (j) 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; (k) the Company’s ability to pay down, refinance,
restructure or extend its indebtedness as it becomes due; (l) the
Company’s ability and willingness to maintain its qualification as
a REIT in light of economic, market, legal, tax and other
considerations; (m) final determination of the Company’s taxable
net income for the year ended December 31, 2018 and for the year
ending December 31, 2019; (n) 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; (o) 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, development of new
competing properties, 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; (p) changes
in exchange rates for any foreign currency in which the Company
may, from time to time, conduct business; (q) year-over-year
changes in the Consumer Price Index or the U.K. Retail Price Index
and the effect of those changes on the rent escalators contained in
the Company’s leases and the Company’s earnings; (r) 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; (s)
the impact of damage to the Company’s properties for catastrophic
weather and other natural events and the physical effects of
climate change; (t) 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; (u) risks associated with the Company’s office
building portfolio and operations, including the Company’s ability
to successfully design, develop and manage office buildings and to
retain key personnel; (v) the ability of the hospitals on or near
whose campuses the Company’s medical office buildings are located
and their affiliated health systems to remain competitive and
financially viable and to attract physicians and physician groups;
(w) 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; (x) the Company’s ability to obtain
the financial results expected from its development and
redevelopment projects, including projects undertaken through its
joint ventures; (y) the impact of market or issuer events on the
liquidity or value of the Company’s investments in marketable
securities; (z) consolidation 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; (aa) 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 (bb) 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190603005912/en/
Ventas, Inc.Juan Sanabria(877) 4-VENTAS
Ventas (NYSE:VTR)
Historical Stock Chart
From Mar 2024 to Apr 2024
Ventas (NYSE:VTR)
Historical Stock Chart
From Apr 2023 to Apr 2024