CHICAGO, Apr 06, 2009 (BUSINESS WIRE) -- Ventas, Inc. (NYSE: VTR) ("Ventas" or the "Company") announced today
that it has commenced tender offers to purchase for cash the outstanding
senior notes listed in the table below (the "Senior Notes") issued by
Ventas's operating partnership, Ventas Realty, Limited Partnership, and
a wholly owned subsidiary, Ventas Capital Corporation, that will result
in an aggregate purchase price (including the early tender premiums
listed below) for all Senior Notes purchased not exceeding $310.0
million. The terms and conditions of each tender offer are described in
the applicable Offer to Purchase and related Letter of Transmittal to be
distributed to holders of Senior Notes.
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CUSIP
Number
|
|
|
Title of Security
|
|
|
|
Aggregate
Principal Amount
Outstanding
|
|
|
|
Acceptance
Priority
Level
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|
|
|
Early Tender
Premium Per
$1,000
Principal
Amount
|
|
|
|
Total
Consideration
Per $1,000
Principal
Amount*
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|
92276MAP0
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|
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6¾% Senior Notes due 2010
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|
|
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$102,076,000
|
|
|
|
1
|
|
|
|
$30.00
|
|
|
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$1,034.25
|
|
92276MAD7
|
|
|
9% Senior Notes due 2012
|
|
|
|
$186,821,000
|
|
|
|
1
|
|
|
|
$30.00
|
|
|
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$1,050.00
|
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92276MAH8
|
|
|
6â...% Senior Notes due 2014
|
|
|
|
$175,000,000
|
|
|
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2
|
|
|
|
$30.00
|
|
|
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$ 952.75
|
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92276MAK1
|
|
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7â...'% Senior Notes due 2015
|
|
|
|
$170,000,000
|
|
|
|
3
|
|
|
|
$30.00
|
|
|
|
$ 966.75
|
*Includes the applicable early tender premium per $1,000 principal
amount of Senior Notes for each series set forth in the table.
The amounts of each series of Senior Notes that are purchased in the
applicable tender offers will be determined in accordance with the
"Acceptance Priority Level" (in numerical priority order) as set forth
in the table above, subject to the maximum aggregate purchase price of
all Senior Notes of $310.0 million (the "Maximum Purchase Price").
Subject to the terms and conditions of the applicable tender offers, the
Company will accept for purchase any and all Senior Notes with an
Acceptance Priority Level of "1" (the "First Priority Notes") that are
validly tendered and not validly withdrawn. The Company will accept for
purchase Senior Notes that are not First Priority Notes in order of
Acceptance Priority Level up to an aggregate purchase price that,
together with the aggregate purchase price of the First Priority Notes
accepted for purchase, is less than or equal to the Maximum Purchase
Price. Senior Notes (other than First Priority Notes) that are validly
tendered and not validly withdrawn may be subject to proration in the
event that the tender offers are oversubscribed. None of the First
Priority Notes will be subject to any proration. The Company may,
subject to applicable law, increase or waive the Maximum Purchase Price,
in its sole discretion.
Each tender offer will expire at 12:00 midnight New York City time, on
May 1, 2009, unless extended or earlier terminated (such time and date,
as the same may be extended with respect to any series of Senior Notes,
the "Expiration Date"). Holders must validly tender their Senior Notes
prior to 5:00 p.m., New York City time, on April 20, 2009 (the "Early
Tender Date"), unless extended, in order to be eligible to receive the
applicable total consideration specified in the table above. Holders who
validly tender their Senior Notes after the Early Tender Date but prior
to the Expiration Date and whose Senior Notes are accepted for purchase
will receive the applicable tender offer consideration, namely the total
consideration less the early tender premium of $30 per $1,000 principal
amount of Senior Notes.
Payments of the applicable consideration for the Senior Notes validly
tendered and not withdrawn on or prior to the Expiration Date and
accepted for purchase will be made promptly after the Expiration Date.
In addition to the applicable consideration, the Company will pay in
cash accrued and unpaid interest on all validly tendered Senior Notes
accepted for purchase in the tender offers up to, but not including, the
payment date. The tender offers will not be conditioned upon any minimum
number of Senior Notes being tendered. However, completion of the tender
offers will be subject to certain conditions, including completion of
the Company's proposed offerings of common stock and senior notes due
2016, as more fully described in the applicable Offer to Purchase. The
Company expects to use the net proceeds of those offerings, together
with cash on hand and/or borrowings under our unsecured revolving credit
facilities, to fund purchases of the Senior Notes pursuant to the tender
offers.
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 any 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.
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