CHICAGO & NEW YORK--(BUSINESS WIRE)--Jan. 16, 2015--
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) and American Realty
Capital Healthcare Trust, Inc. (NASDAQ: HCT) (“HCT”) today announced
that Ventas has completed its previously announced acquisition of HCT.
“We are pleased to complete this attractive acquisition, which furthers
our strategy of building a high-quality, diversified portfolio of
healthcare and seniors housing assets that produce reliable growing cash
flows,” Ventas Chairman and Chief Executive Officer Debra A. Cafaro
said. “We have expanded our best-in-class medical office building
franchise, adding 4 million square feet and over 20 new health systems
to our client base and 10 new senior living operators to our business.
We welcome them and look forward to working with them. Fueled by our
strong balance sheet, attractive cost of capital and experienced team,
we aim to deliver consistent superior performance to our constituents.”
“We are delighted to combine HCT with Ventas, one of the leading and
most successful REITs globally,” HCT Chief Executive Officer Thomas P.
D’Arcy said. “We assembled an excellent portfolio of medical office
buildings and private pay senior living communities and delivered strong
returns for our investors. In addition, our shareholders will benefit
from being part of Ventas, a company with an outstanding history of
value creation and dividend growth.”
Pursuant to the acquisition, HCT shares were converted into the right to
receive either 0.1688 shares of Ventas common stock or $11.33 per share
in cash, at the election of each HCT shareholder, and resulted in the
issuance of approximately 28.4 million shares of Ventas common stock,
1.1 million units redeemable for shares of Ventas common stock
(excluding cash in lieu of fractional shares) and payment of
approximately $11 million in cash. In addition, Ventas assumed $167
million of mortgage debt and repaid approximately $740 million of debt,
net of HCT cash on hand.
Ventas now has a total of approximately 330.7 million shares of common
stock outstanding, including shares sold but not yet settled. In
December 2014 and January 2015, Ventas raised approximately $536 million
in gross proceeds through the issuance of approximately 7.1 million
shares under the Company’s at-the-market (“ATM”) equity program to fund
additional closed and pending investments unrelated to HCT totaling
approximately $1 billion. The Company does not currently intend to issue
additional shares under the ATM. The Company’s fully diluted share count
approximates 334.8 million as a result of the HCT closing and ATM
activity.
Ventas, Inc., an S&P 500 company, is a leading real estate investment
trust. Its diverse portfolio of over 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. All
statements regarding the Company’s 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, 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 or state budgets
resulting in the reduction or nonpayment of Medicare or Medicaid
reimbursement rates; (e) 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;
(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 in light of
economic, market, legal, tax and other considerations; (l) final
determination of the Company’s taxable net income for the year ended
December 31, 2014 and for the year ending December 31, 2015; (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 or manager, and obligations, including indemnification
obligations, the Company may incur in connection with the replacement of
an existing tenant or manager; (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
exchange rates for any foreign currency in which the Company may, from
time to time, conduct business; (p) 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; (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 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; (s) 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; (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 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; (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; (z)
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; and (aa) the impact of expenses related to the
re-audit and re-review of the Company’s historical financial statements
and related matters. Many of these factors are beyond the control of the
Company and its management.
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Source: Ventas, Inc.
For Ventas:
Lori B. Wittman
(877) 4-VENTAS
or
For
ARC Healthcare:
Andrew G. Backman
(917) 475-2135