New Public Company to be Named Care Capital Properties, Inc.
Spin-Off Expected to be Completed in Second Half of 2015
CHICAGO--(BUSINESS WIRE)--Apr. 23, 2015--
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today announced the
filing of an initial Form 10 Registration Statement with the Securities
and Exchange Commission (“SEC”) in connection with its previously
announced plan to spin off most of its post-acute/skilled nursing
facility (“SNF”) portfolio into an independent, publicly traded REIT.
The new public company will be named Care Capital Properties, Inc.
(“CCP”).
“The filing of the Form 10 is an important step towards successfully
completing the strategic, value creating spin-off of our SNF portfolio,”
said Ventas Chairman and Chief Executive Officer Debra A. Cafaro. “With
this transaction, we will create two focused companies with distinct
strategies. CCP will be well positioned as an independent, pure-play SNF
REIT with significant external growth opportunities. Ventas will improve
its industry leading contribution from private pay net operating income,
its relationship with top 20 care providers, and its growth rate, while
maintaining its diversification, scale, strong balance sheet and
superior dividend and cash flow growth as a top global REIT.”
“The name Care Capital Properties captures our strategy of providing
capital to local and regional post-acute care operators,” said CCP Chief
Executive Officer Raymond J. Lewis. “We are pleased with the progress we
are making on the spin-off and remain on track to complete the
transaction in the second half of this year. We are working hard to
position Care Capital Properties to capitalize on the attractive
investment opportunities in the skilled nursing market.”
Following its separation from Ventas, CCP will be a newly listed,
publicly traded real estate investment trust that will own, acquire and
lease skilled nursing facilities and other healthcare assets across the
United States. CCP’s large, diversified portfolio will initially consist
of 353 high-quality assets operated by 43 private regional and local
care providers. It will benefit from an independent, experienced
management team and strategy focused on attractive investment
opportunities with regional and local operators in the fragmented
skilled nursing market. With a strong balance sheet, equity currency and
independent access to capital markets, CCP will drive growth and create
value through acquisitions and active asset management, including
redevelopment.
The Form 10 filing provides information related to the transaction and
CCP’s strategies, operations, and historical financial statements for
fiscal years 2014, 2013 and 2012. As is customary, the initial Form 10
filing will be updated to provide additional information regarding other
matters.
Under the terms of the spin-off, Ventas stockholders are expected to
receive one share of CCP common stock via a special distribution for
every four shares of Ventas common stock they own. Following the
distribution, Ventas’s stockholders will own shares in both Ventas and
CCP. Importantly, the number of Ventas shares owned by each stockholder
will not change as a result of the distribution. No vote of Ventas
stockholders is required in connection with the separation and
distribution.
Ventas’s common stock will continue to trade on the New York Stock
Exchange under the symbol “VTR.”
The transaction is subject to certain conditions, including receipt of
an opinion from tax counsel regarding the tax-free nature of the
distribution, and final approval and declaration of the distribution by
Ventas’s Board of Directors. The transaction is expected to be completed
in the second half of 2015.
A copy of the Form 10 Registration Statement is available on the
investor page of the Company’s website: www.ventasreit.com/investor-relations.
About Ventas
Ventas, Inc., an S&P 500 company, is a leading real estate investment
trust. Its diverse portfolio of more than 1,600 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, skilled nursing facilities,
hospitals 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.
Forward-Looking Statements
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. Although
Ventas believes that the expectations reflected in any forward-looking
statements are based on reasonable assumptions, it can give no assurance
that these expectations will be attained, and it is possible that actual
results may differ materially from those indicated by these
forward-looking statements due to a variety of risks and uncertainties.
Such factors include, but are not limited to: uncertainties as to the
completion and timing of the spin-off; the failure to satisfy any
conditions to complete the spin-off; the expected tax treatment of the
spin-off; the inability to obtain certain third party consents required
to transfer certain properties; and the impact of the spin-off on the
businesses of Ventas and CCP. Other important factors that could
cause actual results or events to differ materially from those expressed
in forward-looking statements made in this press release are described
in Ventas’s most recent Annual Report on Form 10-K filed with the SEC.
Ventas assumes no obligation to update these statements except as is
required by law.
Click
here to subscribe to Mobile Alerts for Ventas, Inc.
Source: Ventas, Inc.
Ventas, Inc.
Lori B. Wittman
(877) 4-VENTAS