CHICAGO--(BUSINESS WIRE)--Apr. 2, 2012--
Ventas, Inc. (NYSE:VTR) (“Ventas” or the “Company”) announced today that
it has completed its previously announced acquisition of Cogdell Spencer
Inc. (NYSE:CSA) (“Cogdell”).
“With the closing of the accretive Cogdell acquisition, Ventas is now
the largest owner of medical office buildings (“MOBs”) in the U.S. with
over 21 million square feet of owned and managed properties,” Ventas
Chairman and Chief Executive Officer Debra A. Cafaro said. “This
transaction increases our MOB portfolio from 12 percent to 15 percent of
our total business, and we now have a coast-to-coast presence that is
second to none in the healthcare real estate industry. We welcome our
new colleagues from Cogdell, who have built a well occupied, attractive
portfolio of 72 high quality MOBs.”
“With over 25 years serving leading healthcare systems, hospitals and
physicians, we look forward to working with Cogdell’s clients,” Ventas
Executive Vice President of Medical Property Operations Todd W.
Lillibridge said. “We now have over 60 strong hospital relationships,
making Ventas well positioned to grow and to continue delivering value
to our clients and stakeholders.”
Upon the closing of today’s transaction, the Cogdell MOB portfolio and
employees were integrated into Ventas’s Lillibridge Healthcare Services
operating platform. In addition, consistent with the terms of the
definitive transaction agreement, Cogdell has completed the sale of its
Marshall Erdman design-build and development business to an affiliate of
Lubar & Co., a well regarded private equity firm affiliated with David
Lubar.
The Company’s 2012 normalized FFO per share guidance issued on February
17, 2012 included the impact of the Cogdell acquisition in the second
quarter of 2012. This guidance is subject to all assumptions and
estimates set forth in the Company’s February 17, 2012 press release.
Effective today, shares of Cogdell common stock will no longer be traded
on the New York Stock Exchange.
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. More information about
Ventas and Lillibridge can be found at http://www.ventasreit.com
and http://www.lillibridge.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 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 security holders must recognize that actual results may differ from
our 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 its
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 the Company harmless
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 its ability to identify, underwrite, finance,
consummate and integrate diversifying acquisitions or investments,
including its acquisitions of Nationwide Health Properties, Inc. and
Cogdell Spencer Inc. and 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 and/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; (j) 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 its revenues, earnings and
funding sources; (k) the Company’s ability to pay down, refinance,
restructure and/or extend its indebtedness as it becomes due; (l) the
Company’s ability and willingness to maintain its qualification as a
REIT due to economic, market, legal, tax or other considerations; (m)
final determination of the Company’s taxable net income for the year
ended December 31, 2011 and for the year ending December 31, 2012; (n)
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; (o) risks associated with the Company’s senior
living operating portfolio, such as factors causing volatility in its
operating income and earnings generated by its 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; (p) the movement of U.S. and Canadian currency exchange
rates; (q) 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; (r) 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; (s) 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; (t) risks associated with the
Company’s medical office building (“MOB”) portfolio and operations,
including its ability to successfully design, develop and manage MOBs,
to accurately estimate its costs in fixed fee-for-service projects and
to retain key personnel; (u) 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; (v) the Company’s ability to
build, maintain and expand its relationships with existing and
prospective hospital and health system clients; (w) risks associated
with the Company’s investments in joint ventures and unconsolidated
entities, including the Company’s lack of sole decision-making authority
and its reliance on its joint venture partners’ financial condition; (x)
the impact of market or issuer events on the liquidity or value of the
Company’s investments in marketable securities; 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.
Source: Ventas, Inc.
Ventas, Inc.
Lori B. Wittman, 877-4-VENTAS