Ventas Expects to Declare Third Quarter 2015 Dividend of At Least
$0.73 Per Share
CHICAGO--(BUSINESS WIRE)--Aug. 18, 2015--
Ventas, Inc. (NYSE: VTR) (“Ventas”) today announced that it has
completed the spin-off (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”). CCP, a pure-play SNF REIT, will primarily own, acquire and
lease skilled nursing facilities operated by local and regional care
providers across the United States and is listed on the New York Stock
Exchange under the symbol “CCP.”
“This is an exciting day for Ventas as we launch CCP as a pure-play SNF
REIT with a great team, strong balance sheet and customer relationships
and significant market opportunity in the large fragmented skilled
nursing market,” said Ventas Chairman and Chief Executive Officer Debra
A. Cafaro. “At the same time, we are elevating Ventas for a successful
future as one of the top REITs globally. Ventas expects to have an
enhanced growth profile, superior cost of capital, outstanding portfolio
operated principally by top tier operators and care providers and
industry leading net operating income derived from private pay sources.
We will also maintain our diversification, scale and strong balance
sheet. We look forward to driving value creation through best-in-class
financial and operating results, a deep and experienced management team
focused on shareholders and customers, a well-articulated and executed
capital allocation strategy and compelling dividend growth.”
Ventas expects to declare a dividend of at least $0.73 per share and CCP
expects to declare a dividend of $0.57 per share ($0.1425 per share on a
pre 1:4 adjustment basis). This is consistent with Ventas’s previous
expectation that the companies’ combined dividend would increase at
least 10 percent from its current level of $0.79 on an aggregate basis
following the Spin-Off. In each case the expected dividend increase will
be effective for the third quarter 2015, subject to approval by each
respective Board of Directors. Ventas’s 10 year dividend compound annual
growth rate is 9 percent.
The Company intends to provide updated 2015 normalized funds from
operation (“FFO”) guidance during the third quarter 2015. The Company
continues to expect that the impact of the Spin-Off would adjust its
normalized FFO per share by ($0.20-$0.22) per share on a full quarter
basis.
On July 30, 2015, Ventas 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.
Since August 6, 2015, CCP shares have been traded on a “when issued”
basis under the symbol “CCP WI.” The “when issued” trading of CCP shares
ended at the close of the market yesterday. Starting today, the “regular
way” trading of common shares of CCP will begin on the New York Stock
Exchange under the ticker symbol “CCP.” Ventas’s common stock will
continue to trade on the New York Stock Exchange under the symbol “VTR.”
With the completion of the Spin-Off, Ventas currently has approximately
336.4 million fully diluted shares outstanding.
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 nearly 1,300 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
benefits of the transaction, including future financial and operating
results, statements regarding plans, objectives, expectations relating
to the transaction and other statements that are not historical facts.
All statements regarding Ventas, Inc. (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 Securities and Exchange Commission. These
factors include without limitation: (a) the expected tax treatment of
the spin-off; (b) the impact of the spin-off on the Company’s business;
(c) 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; (d) 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; (e) 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; (f) macroeconomic conditions such
as a disruption of or lack of access to the capital markets, changes in
the debt rating on United States 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; (g) 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; (h) the extent of future or pending healthcare
reform and regulation, including cost containment measures and changes
in reimbursement policies, procedures and rates; (i) increases in the
Company’s borrowing costs as a result of changes in interest rates and
other factors; (j) 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; (k) 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; (l) the Company’s ability to pay down,
refinance, restructure or extend its indebtedness as it becomes due; (m)
the Company’s ability and willingness to maintain its qualification as a
REIT in light of economic, market, legal, tax and other considerations;
(n) final determination of the Company’s taxable net income for the year
ended December 31, 2014 and for the year ending December 31, 2015; (o)
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; (p) 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; (q) changes in exchange rates
for any foreign currency in which the Company may, from time to time,
conduct business; (r) 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;
(s) 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; (t) 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; (u) 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;
(v) 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; (w) the Company’s ability to build, maintain and
expand its relationships with existing and prospective hospital and
health system clients; (x) 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; (y) the impact of market or
issuer events on the liquidity or value of the Company’s investments in
marketable securities; (z) 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; (aa) the impact of litigation or any financial,
accounting, legal or regulatory issues that may affect the Company or
its tenants, operators, borrowers or managers; and (ab) 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. Many
of these factors are beyond the control of the Company and its
management.
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Source: Ventas, Inc.
Ventas, Inc.
Robert F. Probst, Executive Vice President and Chief
Financial Officer
(877) 4-VENTAS