CHICAGO, Apr 06, 2009 (BUSINESS WIRE) -- Ventas, Inc. (NYSE: VTR) ("Ventas" or the "Company") announced today
that it plans to offer 8,500,000 shares of its common stock in an
underwritten public offering. The Company expects to grant the
underwriters an option to purchase up to an additional 1,275,000 shares
of common stock to cover overallotments.
The Company also announced today that it plans to offer $200 million
aggregate principal amount of 6½% Senior Notes due 2016 in an
underwritten public offering. The notes will be issued by the Company's
operating partnership, Ventas Realty, Limited Partnership, and a wholly
owned subsidiary, Ventas Capital Corporation (collectively, the
"Issuers"), and will be substantially the same in all respects as the
Issuers' existing $200 million aggregate principal amount of 6½% Senior
Notes due 2016, except that the notes will be issued with original issue
discount and, therefore, will be a separate series from, and have a
different CUSIP number than, the existing notes.
The net proceeds of the offerings are expected to be used to fund the
Company's cash tender offers with respect to the outstanding 6¾% Senior
Notes due 2010, 9% Senior Notes due 2012, 6â...% Senior Notes due 2014 and
7â...'% Senior Notes due 2015 issued by the Issuers. The Company is
announcing that it is commencing these tender offers in a separate press
release issued today. If the Company does not use all of the net
proceeds from the offerings to fund the tender offers, the Company
expects to use the net proceeds to repay indebtedness outstanding under
its unsecured revolving credit facilities and for working capital and
other general corporate purposes, including to fund future acquisitions
and investments, if any. Completion of each offering is subject to
customary closing conditions.
The shares of common stock and senior notes are being offered pursuant
to the Company's existing shelf registration statement, which became
automatically effective upon filing with the Securities and Exchange
Commission. A preliminary prospectus supplement and accompanying
prospectus describing the terms of each offering will be filed with the
Securities and Exchange Commission. Merrill Lynch & Co., Citi and UBS
Investment Bank will act as joint book-running managers for the common
stock offering. When available, copies of the preliminary prospectus
supplement and the accompanying prospectus for the common stock offering
may be obtained from: Merrill Lynch & Co., Attn: Prospectus Department,
4 World Financial Center, New York, NY 10080, telephone (212) 449-1000;
Citi, Attn: Prospectus Department, Brooklyn Army Terminal, 140 58th
Street, 8th Floor, Brooklyn, NY 11220, telephone (800) 831-9146; or UBS
Investment Bank, Attn: Prospectus Department, 299 Park Avenue, New York,
NY 10170 or by telephone toll-free at (888) 827-7275, ext. 3884. Banc of
America Securities LLC, Citi and UBS Investment Bank will act as joint
book-running managers for the senior notes offering. When available,
copies of the preliminary prospectus supplement and the accompanying
prospectus for the senior notes offering may be obtained from: Banc of
America Securities LLC, Attn: Prospectus Department, 100 West 33rd
Street, New York, NY 10001, telephone (646) 733-4166; Citi, Attn:
Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th
Floor, Brooklyn, NY 11220, telephone (800) 831-9146; or UBS Investment
Bank, Attn: Prospectus Department, 299 Park Avenue, New York, NY 10170
or by telephone toll-free at (888) 827-7275, ext. 3884.
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, 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 the Company's or its tenants', operators',
managers' or borrowers' 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, dispositions,
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. Such 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 such 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. These factors include
without limitation: (a) the ability and willingness of the Company's
operators, tenants, borrowers, managers and other third parties to meet
and/or perform 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 operators, tenants, 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 or investments,
including those in different asset types and outside the United States;
(d) the nature and extent of future competition; (e) the extent of
future or pending healthcare reform and regulation, including cost
containment measures and changes in reimbursement policies, procedures
and rates; (f) increases in the Company's cost of borrowing as a result
of changes in interest rates and other factors; (g) 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; (h) the results of litigation affecting the
Company; (i) changes in general economic conditions and/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 and
its ability to access the capital markets or other sources of funds; (j)
the Company's ability to pay down, refinance, restructure and/or extend
its indebtedness as it becomes due; (k) the Company's ability and
willingness to maintain its qualification as a REIT due to economic,
market, legal, tax or other considerations; (l) final determination of
the Company's taxable net income for the year ended December 31, 2008
and for the year ending December 31, 2009; (m) 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
reposition its properties on the same or better terms in the event such
leases expire and are not renewed by the Company's tenants or in the
event the Company exercises its right to replace an existing tenant upon
default; (n) risks associated with the Company's senior living operating
portfolio, such as factors causing volatility in the Company's operating
income and earnings generated by its properties, including without
limitation national and regional economic conditions, costs of
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) the movement of U.S. and Canadian exchange rates; (p)
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; (q) the
Company's ability and the ability of its operators, tenants, borrowers
and managers to obtain and maintain adequate liability and other
insurance from reputable and financially stable providers; (r) the
impact of increased operating costs and uninsured professional liability
claims on the liquidity, financial condition and results of operations
of the Company's operators, tenants, borrowers and managers and the
ability of the Company's operators, tenants, borrowers and managers to
accurately estimate the magnitude of those claims; (s) 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; (t) the impact of market or issuer
events on the liquidity or value of the Company's investments in
marketable securities; and (u) the impact of any financial, accounting,
legal or regulatory issues that may affect the Company's major tenants,
operators or managers. Many of these factors are beyond the
control of the Company and its management.
SOURCE: Ventas, Inc.
Ventas, Inc.
David J. Smith
(877) 4-VENTAS