Company Files Resale Shelf Registration Statement on Form S-3CHICAGO, Mar 26, 2010 (BUSINESS WIRE) -- Ventas, Inc. (NYSE: VTR) ("Ventas" or the "Company") said today that, in
connection with the Company's outstanding 37/8% Convertible Senior Notes
due 2011, issued in 2006, it has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3,
relating to the resale, from time to time, by the selling stockholders
of shares of the Company's common stock, if any, that may become
issuable upon conversion of the notes. The registration statement filed
by Ventas today replaces the Company's existing resale shelf
registration statement, which expires on March 27, 2010.
Today's registration statement became effective upon filing with the
Commission. It contains no significant changes from the expiring
registration statement and does not increase the total amount of common
stock, if any, that may be offered and sold by the selling stockholders
upon conversion of the notes, which remain in effect under their
existing terms and conditions.
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
sales 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,
operating metrics, 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
tenants, operators, 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 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 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, 2009
and for the year ending December 31, 2010; (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 tenants, operators, 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 tenants, operators, borrowers and managers, and the
ability of the Company's tenants, operators, 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 or its 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