Company Reestablishes “At-the-Market” Equity Offering Program
Expected to Remain in Effect for Three Years
CHICAGO--(BUSINESS WIRE)--Mar. 9, 2015--
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said today that, in
connection with the upcoming expiration of the Company’s existing
universal shelf registration statement (the “Existing Shelf Registration
Statement”), which was originally filed on April 2, 2012, it has filed
with the Securities and Exchange Commission (the “Commission”) an
automatic shelf registration statement on Form S-3, relating to the
offer and sale, from time to time, of an indeterminate amount of debt
securities and related guarantees, common stock, preferred stock,
depositary shares and warrants. This registration statement replaces the
Existing Shelf Registration Statement.
The Company also announced today that it has reestablished an
“at-the-market” equity offering program through which it may sell up to
an aggregate of $1 billion of its common stock. The Company’s previous
“at-the-market” equity offering program is no longer accessible due to
the filing of the automatic shelf registration statement on Form S-3
referred to above. Under the program, the Company may offer and sell
shares of its common stock from time to time through BofA Merrill Lynch,
Barclays, Citigroup, Credit Agricole CIB, Credit Suisse, J.P. Morgan,
Morgan Stanley, and UBS Investment Bank, as sales agents.
Sales, if any, of the Company’s common stock pursuant to the program
will be made primarily in “at-the-market” offerings, including sales
made directly on the New York Stock Exchange or sales made to or through
a market maker or through an electronic communications network. Sales
may also be made in privately negotiated transactions. The Company
expects the program to remain in effect for three years, although it may
be terminated earlier if fully utilized or for other reasons.
The Company intends to use the net proceeds for general corporate
purposes, including to fund future acquisitions and investments and to
repay indebtedness.
The shares of common stock will be offered under the Company’s automatic
shelf registration statement. A prospectus supplement and accompanying
prospectus describing the terms of the offering have been filed with the
Commission, copies of which may be obtained from: BofA Merrill Lynch,
222 Broadway, New York, NY 10038, Attn: Prospectus Department, dg.prospectus_requests@baml.com;
Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, barclaysprospectus@broadridge.com,
(888) 603-5847; Citigroup, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, (800) 831-9146; Credit Agricole CIB,
1301 Avenue of the Americas, New York, NY 10019, equitycapitalmarkets@ca-cib.com,
(800) 287-0481; Credit Suisse Securities (USA) LLC, Attention:
Prospectus Department, One Madison Avenue, New York, NY 10010, or by
telephone at (800) 221-1037, or by email at newyork.prospectus@credit-suisse.com;
J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, (866) 803-9204; Morgan Stanley, 180 Varick
Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Dept.; and
UBS Securities LLC, Attn: Prospectus Department, 299 Park Avenue, New
York, NY 10171, (888) 827-7275.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sales of these
securities in any jurisdiction in which such offer, solicitation or
sales would be unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
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.
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 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 capital
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, 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 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; and (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. 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