CHICAGO--(BUSINESS WIRE)--Dec. 20, 2017--
Ventas, Inc. (NYSE: VTR) today announced the completion of a series of
transactions with Atria Senior Living (“Atria”), one of its leading
senior housing operating partners, under which Atria’s management team
has raised growth capital by selling 50 percent of their ownership in
Atria’s management business to Fremont Realty Capital (“Fremont”), the
real estate private equity business unit of the Fremont Group, the
investment office of the Bechtel family.
There is no change in Ventas’s real estate ownership as a result of this
transaction. The Atria management capital raise, which will support
Atria’s strategic growth, values Atria at a substantial increase
compared to the 2012 transaction in which Ventas acquired 34 percent of
the business. Ventas has made an additional investment in Atria to
maintain its 34 percent ownership stake without dilution. Ventas will
continue to have two representatives serve on Atria’s board of directors
and maintain certain other rights with respect to governance.
“We are delighted to support Atria’s growth-focused capital raise for
its management platform and welcome Fremont as an investor in Atria,”
said Debra A. Cafaro, Ventas Chairman and Chief Executive Officer.
“Since we acquired substantially all of Atria’s real estate in 2011,
Atria’s management business has nearly doubled in size. As a leading
national senior care provider with an outstanding management team, Atria
has significant growth potential. As Atria now takes the next step to
enhance its scale and financial flexibility, the business will be well
positioned for growth as a consolidator within a highly fragmented
market.”
Ms. Cafaro continued, “Fremont is an experienced investor and will be an
excellent partner given its long-term investment horizon, and its focus
on high-quality management teams in attractive businesses. This
additional equity investment in Atria’s management business is yet
another example of the broad-based interest from investors of all types
in excellent senior care providers.”
“Ventas has been a supportive and invaluable partner in helping us grow
our business, and this transaction puts our management business on a
path for further growth and expansion,” said John A. Moore, Atria
Chairman and Chief Executive Officer. “We look forward to continuing to
collaborate with Ventas in the years ahead as we mutually support each
company’s business goals.”
Initially, proceeds of the current capital raise have been principally
reinvested in Atria. The transactions will result in Ventas owning a 34
percent share of Atria’s management services business with Atria senior
executives and Fremont owning 33 percent each, respectively.
Since Ventas’s initial acquisition of substantially all of Atria’s real
estate in 2011, Ventas has invested nearly $3 billion of incremental
capital in senior housing communities operated by Atria. Ventas
currently owns 172 senior housing communities operated by Atria. Atria
has increased the number of communities it manages on a long-term basis
from 125 to over 200, doubling revenue under management since 2011.
About Ventas
Ventas, Inc., an S&P 500 company, is a leading real estate investment
trust. Its diverse portfolio of more than 1,200 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,
health systems 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.
About Atria Senior Living
Atria Senior Living is a leading operator of independent living,
assisted living, supportive living and memory care communities in over
200 locations in 28 states and seven Canadian provinces. We are the
residence of choice for more than 20,000 seniors, and the workplace of
choice for more than 16,000 employees. We create vibrant communities
where older adults can thrive and participate, know that their
contributions are valued, and enjoy access to opportunities and support
that help them keep making a positive difference in our world. For more
information about Atria, visit us online at AtriaSeniorLiving.com.
About Fremont
Fremont Realty Capital is the real estate private equity business unit
of the Fremont Group, the investment office of the Bechtel family of San
Francisco. Since formation in 1997, Fremont Realty Capital has provided
investors with superior risk-adjusted returns and value-creation through
investments in non-traditional and traditional real estate sectors, both
domestically and abroad. Our success results from a disciplined
investment strategy, enduring relationships with best-in-class operating
partners, and the collective experience of the firm’s principals. The
firm has made investments representing over 365 properties in 11
countries over 19 years totaling more than $5 billion of total
capitalization. For more information, visit
FremontGroup.com/Fremont-Realty-Capital.
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 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20171220006079/en/
Source: Ventas, Inc.
Ventas, Inc.
Ryan K. Shannon
(877) 4-VENTAS