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Sale Price Represents Approximately Seven Percent Yield on Current
Cash Rent
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Ventas Skilled Nursing Portfolio Will Represent Only One Percent of
Net Operating Income Upon Sale
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Proceeds of Sale Will Further Strengthen Ventas’s Excellent
Financial Condition
CHICAGO--(BUSINESS WIRE)--Jun. 30, 2017--
Ventas, Inc. (NYSE: VTR) announced today that it continues to expect to
sell 36 owned skilled nursing facilities (the “Ventas SNFs”) that are
currently operated by Kindred Healthcare, Inc. (NYSE: KND) (“Kindred”)
to facilitate Kindred’s previously announced exit from its skilled
nursing facility (“SNF”) business. The transactions further enhance the
companies’ longstanding relationship and improve both businesses.
Kindred announced today that it has signed definitive agreements to sell
its entire SNF business to an affiliate of Blue Mountain Capital
Management, LLC and that, as Kindred closes on the sale of its SNFs,
Kindred will pay to Ventas its allocable portion of the sale proceeds
for a total $700 million aggregate purchase price for the Ventas SNFs
and Ventas will convey the applicable Ventas SNFs to the ultimate buyer.
Ventas expects to use proceeds from the sale to repay debt, further
strengthening Ventas’s excellent financial condition and liquidity.
“We are delighted to work with Kindred to position both companies for
continued success,” said Debra A. Cafaro, Ventas Chairman and Chief
Executive Officer. “With the sale of 36 skilled nursing assets, we are
improving our portfolio and enhancing our ability to deliver reliable
growth and income for our shareholders. Upon the expected sale, our
skilled nursing rent will be only one percent of our total business.
These actions differentiate our high-quality portfolio of leading
properties and continue our long track record of working cooperatively
with our customers to provide innovative capital solutions.”
The sale price of $700 million represents a seven percent cash yield on
current annual cash rent of $50 million and an eight percent GAAP yield.
The difference in yield represents the annual portion of the
amortization of $23 million in cash fees Ventas previously received from
Kindred. Upon the sale of the SNFs, Ventas is expected to record a gain
exceeding $600 million.
Kindred also stated today that it expects the closings of the sale of
the Ventas SNFs to occur in phases, beginning in the third quarter of
2017 and completed by year end 2017. While there can be no assurance
that the closings will occur or the timing of any such closings, Kindred
has previously agreed that any Ventas SNFs not purchased by Kindred by
April 30, 2018 will be automatically renewed until 2025 at the current
rent level plus annual escalations.
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, inpatient rehabilitation and long-term acute care facilities,
general acute care hospitals and skilled nursing facilities. 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. References to “Ventas” or
the “Company” mean Ventas, Inc. and its consolidated subsidiaries unless
otherwise expressly noted. 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 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 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; (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, 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
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 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.
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Source: Ventas, Inc.
Ventas, Inc.
Ryan K. Shannon
(877) 4-VENTAS