CHICAGO--(BUSINESS WIRE)--Mar. 22, 2017--
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today the
pricing of the public offering of $400 million aggregate principal
amount of 3.10% senior notes due 2023 and $400 million aggregate
principal amount of 3.85% senior notes due 2027 (collectively, the
“Notes”) by Ventas Realty, Limited Partnership, its wholly owned
subsidiary. The Notes will be guaranteed, on a senior unsecured basis,
by the Company. The sale of the Notes is expected to close on March 29,
2017, subject to customary closing conditions.
The Company intends to use the net proceeds from the offering for
working capital and other general corporate purposes, which may include
funding acquisitions and investments or repaying indebtedness.
The offering is being made pursuant to the Company’s existing shelf
registration statement, which is available at no charge at the website
of the Securities and Exchange Commission (the “SEC”) at www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state or jurisdiction.
Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan
Securities LLC are acting as joint book-running managers for the
offering. When available, copies of the prospectus supplement and
accompanying prospectus relating to the offering may be obtained from:
Merrill Lynch, Pierce, Fenner & Smith Incorporated at NC1-004-03-43, 200
North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attn:
Prospectus Department, or by telephone at (800) 294-1322, or by email at
dg.prospectus_requests@baml.com; or J.P. Morgan Securities LLC at 383
Madison Ave., New York, NY 10179, Attn: Investment Grade Syndicate Desk,
or by telephone at (212) 834-4533, or by fax at 212-834-6081.
Ventas, Inc., an S&P 500 company, is a leading real estate investment
trust. Its diverse portfolio of approximately 1,300 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, life science and innovation
centers, skilled nursing facilities, specialty hospitals and general
acute care hospitals. 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 or 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) 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; (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 and effect 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 tenants, 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, 2016 and for the year ending December 31, 2017; (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,
development of new, competing properties, 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 U.K. Retail Price Index and the effect
of those changes on the rent escalators contained in the Company’s
leases and on 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 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)
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; (v) the Company’s ability to obtain the financial
results expected from its development and redevelopment projects; (w)
the impact of market or issuer events on the liquidity or value of the
Company’s investments in marketable securities; (x) consolidation 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.
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Source: Ventas, Inc.
Ventas, Inc.
Ryan K. Shannon
(877) 4-VENTAS