CHICAGO--(BUSINESS WIRE)--Dec. 6, 2012--
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today
that it has priced a public offering of $700 million aggregate principal
amount of 2.00% Senior Notes due 2018 (the “2018 Notes”) at 99.739% of
principal amount and $225 million principal amount of 3.25% Senior Notes
due 2022 (the “2022 Notes” and, together with the 2018 Notes, the
“Notes”) at 98.509% of principal amount. The Notes are being issued by
the Company’s operating partnership, Ventas Realty, Limited Partnership,
and a wholly owned subsidiary, Ventas Capital Corporation, and will be
guaranteed, on a senior unsecured basis, by the Company. The 2022 Notes
will be issued under the supplemental indenture governing the issuers’
existing 3.25% Senior Notes due 2022 that were issued on August 3, 2012
and are expected to be treated fungibly as a single class and traded
together with the issuers’ existing 3.25% Senior Notes due 2022.
The Company expects to use the net proceeds from the offering to repay
indebtedness outstanding under its unsecured revolving credit facility
and for working capital and other general corporate purposes, including
to fund future acquisitions and investments, if any. Completion of the
offering is subject to customary closing conditions. The sale of the
Notes is expected to close on December 13, 2012.
The 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 prospectus supplement and
accompanying prospectus describing the terms of the offering will be
filed with the Securities and Exchange Commission. Barclays Capital
Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan
Stanley & Co. LLC acted as joint book-running managers for the offering
of the 2018 Notes. Barclays Capital Inc., Citigroup Global Markets Inc.,
Jefferies & Company, Inc. and KeyBanc Capital Markets Inc. acted as
joint book-running managers for the offering of the 2022 Notes. When
available, copies of the prospectus supplement and the accompanying
prospectus may be obtained from: Barclays Capital Inc., c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717,
or by telephone at 888-603-5847, or Citigroup Global Markets Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New
York 11717, or by telephone at 800-831-9146.
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., an S&P 500 company, is a leading healthcare real estate
investment trust. Its diverse portfolio of more than 1,400 assets in 47
states (including the District of Columbia) and two Canadian provinces
consists of seniors housing communities, skilled nursing facilities,
hospitals, medical office buildings and other properties. Through its
Lillibridge subsidiary, Ventas provides management, leasing, marketing,
facility development and advisory services to highly rated hospitals and
health systems throughout the United States.
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 condition, results of
operations, cash flows, funds from operations, dividends and dividend
plans, financing opportunities and plans, capital markets transactions,
business strategy, budgets, projected costs, operating metrics, capital
expenditures, competitive positions, acquisitions, investment
opportunities, dispositions, 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 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
from expectations 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 satisfy 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 and investments,
including investments in different asset types and outside the United
States; (d) macroeconomic conditions such as a disruption of or lack of
access to the capital markets, changes in the debt rating on U.S.
government securities, default or delay in payment by the United States
of its obligations, and changes in the federal budget resulting in the
reduction or nonpayment of Medicare or Medicaid reimbursement rates; (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 borrowing costs as a result of changes in
interest rates and other factors; (h) the ability of the Company’s
operators and managers, as applicable, to comply with laws, rules and
regulations in the operation of the Company’s properties, to deliver
high quality services, to attract and retain qualified personnel and to
attract residents and patients; (i) changes in general economic
conditions 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, earnings and funding sources; (j) the Company’s
ability to pay down, refinance, restructure 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 ending December 31, 2012; (m) the ability and
willingness of the Company’s tenants to renew their leases with the
Company upon expiration of the leases, the Company’s ability to
reposition its properties on the same or better terms in the event of
nonrenewal or in the event the Company exercises its right to replace an
existing tenant, and obligations, including indemnification obligations,
the Company may incur in connection with the replacement of an existing
tenant; (n) risks associated with the Company’s senior living operating
portfolio, such as factors that can cause volatility in the Company’s
operating income and earnings generated by those properties, including
without limitation national and regional economic conditions, costs of
food, 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) changes in U.S. and Canadian currency exchange rates;
(p) year-over-year changes in the Consumer Price Index and the effect of
those changes on the rent escalators contained in the Company’s leases,
including the rent escalator for Master Lease 2 with Kindred Healthcare,
Inc., 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 property, liability and other insurance from
reputable, 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) risks associated with the
Company’s medical office building (“MOB”) portfolio and operations,
including the Company’s ability to successfully design, develop and
manage MOBs, to accurately estimate its costs in fixed fee-for-service
projects and to retain key personnel; (t) the ability of the hospitals
on or near whose campuses the Company’s MOBs are located and their
affiliated health systems to remain competitive and financially viable
and to attract physicians and physician groups; (u) the Company’s
ability to build, maintain and expand its relationships with existing
and prospective hospital and health system clients; (v) risks associated
with the Company’s investments in joint ventures and unconsolidated
entities, including its lack of sole decision-making authority and its
reliance on its joint venture partners’ financial condition; (w) the
impact of market or issuer events on the liquidity or value of the
Company’s investments in marketable securities; (x) merger and
acquisition activity in the healthcare industry resulting in a change of
control of one or more of our tenants, operators, borrowers or managers
or significant changes in the senior management of our tenants,
operators, borrowers or managers; and (y) the impact of litigation or
any financial, accounting, legal or regulatory issues that may affect
the Company or its tenants, operators, borrowers or managers. Many of
these factors are beyond the control of the Company and its management.
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Source: Ventas, Inc.
Ventas, Inc.
Lori B. Wittman
(877) 4-VENTAS