Spin-off Expected to be Completed on August 17, 2015
CHICAGO--(BUSINESS WIRE)--Jul. 30, 2015--
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today
that its Board of Directors has approved the spin-off of most of its
post-acute/skilled nursing facility (“SNF”) portfolio into an
independent, publicly traded REIT called Care Capital Properties, Inc.
(“CCP”).
Ventas has declared a dividend distribution of one share of CCP common
stock for every four shares of Ventas common stock held at the close of
business on August 10, 2015, the record date for the distribution.
Ventas shareholders are not required to take any action to receive the
shares of CCP common stock in the distribution, and they will not be
required to surrender or exchange their Ventas shares. Importantly, the
number of Ventas shares owned by each shareholder will not change as a
result of the distribution.
Ventas expects to complete the distribution of CCP common stock to its
shareholders after the close of trading on August 17, 2015. Following
the distribution, CCP will be listed on the New York Stock Exchange
under the symbol “CCP” and will own, acquire and lease primarily skilled
nursing facilities across the United States. Ventas’s common stock will
continue to trade on the New York Stock Exchange under the symbol “VTR.”
“We are pleased to announce this significant step toward completing the
spin-off of CCP, a pure play skilled nursing REIT,” said Ventas Chairman
and Chief Executive Officer Debra A. Cafaro. “This transaction brings
significant benefits to both Ventas and CCP. Following the completion of
the spin, Ventas will have an outstanding portfolio and an enhanced
growth profile with an increase in NOI contribution from top-tier
operators and industry-leading private pay NOI composition. At the same
time, we will maintain our diversification, scale, strong balance sheet
and excellent dividend and cash flow growth. CCP will have a
differentiated external growth strategy focused on attractive investment
opportunities with regional and local operators. CCP will also benefit
from an experienced management team, strong balance sheet and
diversified portfolio with good coverage and growth through contractual
escalations and redevelopment.”
“This is an exciting time for CCP as we approach our launch as a new
public company poised for growth,” said Raymond J. Lewis, who will serve
as CCP’s Chief Executive Officer. “As an independent company, CCP will
be well positioned to use our strong balance sheet, equity currency and
access to capital markets to work with our existing operators as well as
new regional and local operators to capitalize on the many attractive
investment opportunities in the fragmented skilled nursing market. We
are energized by our myriad avenues for growth and I look forward to
working with the CCP management team and Board of Directors as we work
to complete the spin-off.”
CCP intends to elect and qualify to be taxed as a real estate investment
trust for U.S. federal income tax purposes.
The completion of the distribution is subject to the satisfaction of
customary closing conditions, including the effectiveness of the
Registration Statement on Form 10 filed by CCP, which is expected to
occur shortly.
Trading of Ventas and CCP Shares Before The Distribution Date
There is currently no market for CCP common stock. Shares of CCP common
stock will be issued in book-entry form only, which means that no
physical shares will be issued. CCP anticipates that “when issued”
trading will begin on or about August 6, 2015 under the symbol “CCP WI”.
Holders who sell the right to CCP common stock in the when-issued market
on or before the distribution date will retain their shares of Ventas
common stock. Upon the distribution, which is expected to occur after
the close of trading on August 17, 2015, “when issued” trading is
expected to end and “regular way” trading is expected to begin under the
ticker symbol “CCP.”
Shares of Ventas common stock will continue to trade in the “regular
way” market under the symbol “VTR” with the entitlement to receive the
CCP common stock being distributed. Holders who sell Ventas common stock
in the “regular way” market before and on the distribution date will
also sell their right to receive CCP common stock. Investors should
consult with their financial advisors about selling their shares of
Ventas common stock on or after the record date and on or before the
distribution date.
Shares of Ventas common stock will also trade in the “ex-distribution”
market under the symbol “VTR WI” without the entitlement to receive the
CCP common stock being distributed. Holders who sell Ventas common stock
in the “ex-distribution” market on or before the distribution date will
retain their right to receive CCP common stock in the distribution.
Advisors
Centerview Partners and Bank of America Merrill Lynch are serving as
financial advisors to Ventas, and Wachtell, Lipton, Rosen & Katz is
serving as legal advisor in connection with the spin-off.
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.
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. These
statements include, but are not limited to, statements regarding the
expected timing of the completion of the proposed transaction,
statements regarding the benefits of the proposed transaction, including
future financial and operating results, statements regarding plans,
objectives, expectations relating to the proposed transaction and other
statements that are not historical facts. All statements regarding the
Company or its tenants’, operators’, borrowers’ or managers’ 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,
acquisition 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 SEC. These factors include without
limitation: (a) uncertainties as to the completion and timing of the
spin-off; (b) the failure to satisfy any conditions to complete the
spin-off; (c) the expected tax treatment of the spin-off; (d) the impact
of the spin-off on the Company’s and CCP’s businesses; (e) 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; (f)
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; (g) 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; (h) 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 or state budgets
resulting in the reduction or nonpayment of Medicare or Medicaid
reimbursement rates; (i) the nature and extent of future competition,
including new construction in the markets in which the Company’s seniors
housing communities and medical office buildings (“MOBs”) are located;
(j) the extent of future or pending healthcare reform and regulation,
including cost containment measures and changes in reimbursement
policies, procedures and rates; (k) increases in the Company’s borrowing
costs as a result of changes in interest rates and other factors; (l)
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; (m)
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 capital
sources; (n) the Company’s ability to pay down, refinance, restructure
or extend its indebtedness as it becomes due; (o) the Company’s ability
and willingness to maintain its qualification as a REIT in light of
economic, market, legal, tax and other considerations; (p) final
determination of the Company’s taxable net income for the year ended
December 31, 2014 and for the year ending December 31, 2015; (q) 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; (r) 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; (s) changes in exchange rates for any foreign currency in
which the Company may, from time to time, conduct business; (t)
year-over-year changes in the Consumer Price Index or the UK Retail
Price Index and the effect of those changes on the rent escalators
contained in the Company’s leases and the Company’s earnings; (u) 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; (v) the
impact of increased operating costs and uninsured professional liability
claims on the Company’s liquidity, financial condition and results of
operations or that of the Company’s tenants, operators, borrowers and
managers, and the ability of the Company and the Company’s tenants,
operators, borrowers and managers to accurately estimate the magnitude
of those claims; (w) risks associated with the Company’s 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; (x) 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; (y)
the Company’s ability to build, maintain and expand its relationships
with existing and prospective hospital and health system clients; (z)
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; (aa) the impact of market or issuer events on the liquidity
or value of the Company’s investments in marketable securities; (ab)
merger and acquisition activity in the seniors housing and healthcare
industries resulting in a change of control of, or a competitor’s
investment in, one or more of the Company’s tenants, operators,
borrowers or managers or significant changes in the senior management of
the Company’s tenants, operators, borrowers or managers; (ac) the impact
of litigation or any financial, accounting, legal or regulatory issues
that may affect the Company or its tenants, operators, borrowers or
managers; (ad) changes in accounting principles, or their application or
interpretation, and the Company’s ability to make estimates and the
assumptions underlying the estimates, which could have an effect on the
Company’s earnings; (ae) the inability to complete the Company’s
proposed acquisition of Ardent Health Services and the proposed
separation and sale of Ardent Health Services’ hospital operations on
terms acceptable to the Company or at all; and (af) the risk that the
expected benefits of the Company’s proposed acquisition of Ardent Health
Services, including financial results, may not be fully realized or may
take longer to realize than expected. 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