CHICAGO, Apr 16, 2012 (BUSINESS WIRE) --Ventas, Inc. (NYSE: VTR) ("Ventas" or the "Company") announced today
that it has reached a definitive agreement to acquire a 100 percent
interest in 16 private pay seniors living communities from affiliates of
Sunrise Senior Living, Inc. (NYSE: SRZ) ("Sunrise") and its
institutional joint venture partner for $362 million.
"With the acquisition of these exceedingly high-quality seniors living
communities, we continue our enterprise growth while also expanding our
private pay revenue source," Ventas Chairman and Chief Executive Officer
Debra A. Cafaro said. "We are especially pleased to expand our
relationship with Sunrise, the global leader in seniors living."
The transaction is expected to be immediately accretive to normalized
funds from operations (FFO) per share and will be funded through
borrowings under the Company's revolving credit facility. All of the
properties will be acquired unencumbered. The transaction is expected to
close in the second quarter of 2012. However, there can be no assurance
that the transaction will close or as to the timing of any closing.
The acquired assets were developed by Sunrise, have a median age of four
years and contain 1,274 units.
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 www.ventasreit.com
and 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
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 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; (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 its revenues, earnings and
funding sources; (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, 2011 and 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 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; (o) the
movement of 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 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; (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 future hospital and health system clients; (v) 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; (w) the impact of market or issuer events
on the liquidity or value of the Company's investments in marketable
securities; and (x) 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