CHICAGO--(BUSINESS WIRE)--Feb. 21, 2018--
Ventas, Inc. (NYSE: VTR) announced today the expiration and results of
the previously announced offer by Ventas Realty, Limited Partnership
(“Ventas Realty”) and Ventas Capital Corporation (“Ventas Capital” and,
together with Ventas Realty, the “Issuers”), its wholly-owned
subsidiaries, to purchase for cash (the “Tender Offer”) any and all of
their outstanding 4.00% Senior Notes due 2019 (the “Notes”), jointly
issued by the Issuers and fully and unconditionally guaranteed by
Ventas, which expired at 5:00 p.m., New York City time, on February 20,
2018 (the “Expiration Time”).
As of the Expiration Time, $502,122,000 aggregate principal amount of
Notes, or 83.69% of the aggregate principal amount of Notes outstanding,
had been validly tendered and not validly withdrawn. This excludes
$97,878,000 aggregate principal amount of Notes that remain subject to
guaranteed delivery procedures. The complete terms and conditions of the
Tender Offer were set forth in an Offer to Purchase, dated February 13,
2018, and the related Letter of Transmittal.
The Issuers expect to accept for payment all Notes validly tendered and
not validly withdrawn prior to the Expiration Time and, in accordance
with the terms of the Offer to Purchase, will pay all holders of such
Notes $1,018.30 per $1,000 principal amount for all Notes accepted in
the Tender Offer, including those properly tendered and not validly
withdrawn prior to the Expiration Time and those tendered by the
guaranteed delivery procedures described within the Offer to Purchase,
three business days after the Expiration Time, or February 23, 2018 (the
“Payment Date”). Also, on the Payment Date, the Issuers will pay accrued
and unpaid interest from the last interest payment date of the Notes to,
but not including, the Payment Date. For avoidance of doubt, interest on
the Notes will cease to accrue on the Payment Date for all Notes
accepted in the Tender Offer. All Notes purchased on the Payment Date
will subsequently be retired. The Issuers will fund the payment for
tendered and accepted notes with the net proceeds from Ventas Realty’s
previously announced issuance and sale of $650.0 million aggregate
principal amount of its 4.000% Senior Notes due 2028, together with cash
on hand and/or borrowings under the Company’s unsecured revolving credit
facility. Jefferies LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated acted as dealer managers for the Tender Offer. Ipreo LLC
was the information agent and tender agent for the Tender Offer.
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.
This press release includes forward-looking statements. 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, 2017 and for the year ending December 31, 2018; (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/20180221006454/en/
Source: Ventas, Inc.
Ventas, Inc.
Ryan Shannon
(877) 4-VENTAS