CHICAGO--(BUSINESS WIRE)--Apr. 13, 2009--
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today
that it has satisfied the financing condition of its previously
announced tender offers for the 6¾% Senior Notes due 2010, 9% Senior
Notes due 2012, 6⅝% Senior Notes due 2014, and 7⅛% Senior Notes due 2015
(together, the “Senior Notes”) issued by the Company’s operating
partnership, Ventas Realty, Limited Partnership, and a wholly owned
subsidiary, Ventas Capital Corporation. Completion of the Company’s
previously announced offerings of common stock and senior notes due
2016, each of which closed today, was a condition to the tender offers,
as more fully described in the Offer to Purchase for the tender offers.
Each tender offer remains subject to all other terms and conditions set
forth in the Offer to Purchase.
Banc of America Securities LLC, BMO Capital Markets and KeyBanc Capital
Markets are acting as the Dealer Managers for the tender offers. The
Information Agent for the tender offers is Global Bondholder Services
Corporation. Holders with questions regarding the tender offers should
contact Banc of America Securities LLC, Liability Management Group at
(888) 292-0070 (U.S. toll-free) and (646) 855-3401 (collect). Requests
for copies of the Offer to Purchase or Letter of Transmittal should be
directed to the Information Agent, Global Bondholder Services
Corporation, at (866) 857-2200 (U.S. toll-free) and (212) 430-3774
(collect).
None of the Company, the Dealer Managers or the Information Agent is
making any recommendations to holders of Senior Notes as to whether to
tender or refrain from tendering their Senior Notes in the tender
offers. Holders of Senior Notes must decide how many Senior Notes they
will tender, if any.
This press release is for informational purposes only and does not
constitute an offer to purchase nor the solicitation of an offer to sell
the Senior Notes. Each tender offer is being made only pursuant to the
tender offer documents, including the Offer to Purchase that the Company
is distributing to holders of Senior Notes. The tender offers are not
being made in any jurisdiction in which such offer, solicitation 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
tender offers are required to be made by a licensed broker or dealer,
they shall be deemed to be made by the Dealer Managers on behalf of the
Company.
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
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., an S&P 500 company, 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