CHICAGO--(BUSINESS WIRE)--Dec. 22, 2008--Ventas, Inc. (NYSE: VTR) ("Ventas" or the "Company") said today that it
has closed the previously announced sale of five seniors housing assets
to affiliates of Emeritus Corporation (NYSE: ESC) (collectively,
"Emeritus") for an aggregate sale price of $62.5 million. The assets are
located in four states and contain 432 units.
The purchase price represents a 6.7 percent capitalization rate on
current annualized cash rent of $4.2 million. Prior to the sale,
Emeritus was the tenant in these five seniors housing assets. Ventas
expects to record a gain of approximately $23 million on the sale.
"Both Ventas and Emeritus will benefit from this transaction," Ventas
Chairman, President and Chief Executive Officer Debra A. Cafaro said.
"The price received by Ventas for its seniors housing assets is
attractive, and the proceeds will be used to continue strengthening our
balance sheet and liquidity position. At the same time, our customer
Emeritus is able to take advantage of a favorable financing market for
seniors housing and enjoy ownership of more real estate assets."
Net cash proceeds to Ventas of approximately $45 million will be used to
pay down debt or for general corporate purposes. Ventas was released
from approximately $7 million of existing mortgage debt. In addition,
Ventas provided $10 million in seller financing (the "Loan") for the
transaction.
The Loan is secured by real estate and cash collateral, and is
guaranteed by Emeritus. The Loan bears interest at an average rate of
8.25 percent, payable monthly, and matures in three years. In addition,
the Company can accelerate the Loan on the occurrence of various events.
Emeritus remains a tenant in 11 other seniors housing assets owned by
Ventas. The leases are guaranteed by Emeritus and secured by
approximately five months of rent.
UPDATE ON OTHER DISPOSITIONS
The Company also said it has agreed to sell Samaritan Hospital in
Lexington, Kentucky to the University of Kentucky for $35 million in an
all-cash transaction. If completed, the Company would expect to record a
gain of approximately $18 million from the sale. While the Company
expects this transaction to close in the first quarter of 2009, there
can be no assurance that it will close or, if it does, the timing or
terms of such closing.
Ventas, Inc. is a leading healthcare real estate investment trust. Its
diverse portfolio of properties located in 43 states and two Canadian
provinces includes seniors housing communities, skilled nursing
facilities, hospitals, medical office buildings and other properties.
More information about Ventas can be found on its website at www.ventasreit.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 Ventas, Inc.'s ("Ventas" or the "Company") and its
subsidiaries' expected future financial position, results of operations,
cash flows, funds from operations, dividends and dividend plans,
financing plans, business strategy, budgets, projected costs, capital
expenditures, competitive positions, acquisitions, investment
opportunities, 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 security
holders must recognize that 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
depending on a variety of factors discussed in the Company's filings
with the Securities and Exchange Commission. Factors that may
affect the Company's plans or results include without limitation: (a)
the ability and willingness of the Company's operators, tenants,
borrowers, managers and other third parties, as applicable, to meet
and/or perform the obligations under their various contractual
arrangements with the Company; (b) the ability and willingness of
Kindred Healthcare, Inc. (together with its subsidiaries, "Kindred"),
Brookdale Living Communities, Inc. (together with its subsidiaries,
"Brookdale") and Alterra Healthcare Corporation (together with its
subsidiaries, "Alterra") to meet and/or perform their obligations to
indemnify, defend and hold the Company harmless from and against various
claims, litigation and liabilities under the Company's respective
contractual arrangements with Kindred, Brookdale and Alterra; (c) the
ability of the Company's operators, tenants, borrowers and managers, as
applicable, 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; (d) the Company's success in implementing its
business strategy and the Company's ability to identify, underwrite,
finance, consummate and integrate diversifying acquisitions or
investments, including those in different asset types and outside the
United States; (e) the nature and extent of future competition; (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 cost of borrowing;
(h) the ability of the Company's operators and managers, as applicable,
to deliver high quality services, to attract and retain qualified
personnel and to attract residents and patients; (i) the results of
litigation affecting the Company; (j) changes in general economic
conditions and/or economic conditions in the markets in which the
Company may, from time to time, compete; (k) the Company's ability to
pay down, refinance, restructure and/or extend its indebtedness as it
becomes due; (l) the Company's ability and willingness to maintain its
qualification as a REIT due to economic, market, legal, tax or other
considerations; (m) final determination of the Company's taxable net
income for the year ending December 31, 2008; (n) the ability and
willingness of the Company's tenants to renew their leases with the
Company upon expiration of the leases and the Company's ability to relet
its properties on the same or better terms in the event such leases
expire and are not renewed by the existing tenants; (o) risks associated
with the Company's seniors housing communities managed by Sunrise Senior
Living, Inc. (together with its subsidiaries, "Sunrise"), including the
timely delivery of accurate property-level financial results for the
Company's properties; (p) factors causing volatility in the Company's
revenues generated by its seniors housing communities managed by
Sunrise, including without limitation national and regional economic
conditions, costs of materials, energy, labor and services, employee
benefit costs and professional and general liability claims; (q) the
movement of U.S. and Canadian exchange rates; (r) year-over-year changes
in the Consumer Price Index and the effect of those changes on the rent
escalators, including the rent escalator for Master Lease 2 with
Kindred, and the Company's earnings; (s) the impact on the liquidity,
financial condition and results of operations of the Company's
operators, tenants, borrowers and managers, as applicable, resulting
from increased operating costs and uninsured liabilities for
professional liability claims, and the ability of the Company's
operators, tenants, borrowers and managers to accurately estimate the
magnitude of these liabilities; (t) the ability and willingness of the
lenders under the Company's unsecured revolving credit facilities to
fund, in whole or in part, borrowing requests made by the Company from
time to time; (u) the impact of market or issuer events on the liquidity
or value of the Company's investments in marketable securities; and (v)
the impact of any financial, accounting, legal or regulatory issues that
may affect Sunrise. Many of these factors are beyond the control
of the Company and its management.
CONTACT: Ventas, Inc.David J. Smith
(877) 4-VENTAS
Source: Ventas, Inc.