CHICAGO--(BUSINESS WIRE)--Feb. 13, 2018--
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today
that Ventas Realty, Limited Partnership (“Ventas Realty”) and Ventas
Capital Corporation (“Ventas Capital” and, together with Ventas Realty,
the “Issuers”), its wholly-owned subsidiaries, have commenced a cash
tender offer for any and all of their outstanding 4.00% Senior Notes due
2019 (CUSIP No. 92276MAY1) (the “Notes”), which were jointly issued by
the Issuers and are fully and unconditionally guaranteed by Ventas, on
the terms and subject to the conditions set forth in the Offer to
Purchase, dated the date hereof (the “Offer to Purchase”), the related
Letter of Transmittal (the “Letter of Transmittal”), and the related
Notice of Guaranteed Delivery attached to the Offer to Purchase (the
“Notice of Guaranteed Delivery”). As of February 13, 2018, there were
$600,000,000 aggregate principal amount of Notes outstanding. The tender
offer is referred to herein as the “Offer.” The Offer to Purchase, the
Letter of Transmittal and the Notice of Guaranteed Delivery are referred
to herein collectively as the “Offer Documents.”
The tender offer consideration for each $1,000 principal amount of the
Notes purchased pursuant to the Offer will be $1,018.30 (the “Tender
Offer Consideration”). Holders must validly tender (and not validly
withdraw) or deliver a properly completed and duly executed Notice of
Guaranteed Delivery for their Notes at or before the Expiration Time (as
defined below) in order to be eligible to receive the Tender Offer
Consideration. In addition, holders whose Notes are purchased in the
Offer will receive accrued and unpaid interest from the last interest
payment date to, but not including, the Payment Date (as defined in the
Offer to Purchase) for the Notes. The Issuers expect the Payment Date to
occur on February 23, 2018.
The Offer will expire at 5:00 p.m., New York City time, on February 20,
2018 (such time and date, as it may be extended, the “Expiration Time”),
unless extended or earlier terminated by the Issuers. The Notes tendered
may be withdrawn at any time at or before the Expiration Time by
following the procedures described in the Offer to Purchase.
The Issuers’ obligation to accept for purchase and to pay for the Notes
validly tendered and not validly withdrawn pursuant to the Offer is
subject to the satisfaction or waiver, in the Issuers’ discretion, of
certain conditions, which are more fully described in the Offer to
Purchase, including, among others, the Issuers’ receipt of aggregate
proceeds (before underwriter’s discounts and commissions and other
offering expenses) of at least $300.0 million from an offering of new
senior notes, on terms satisfactory to the Issuers. The complete terms
and conditions of the Offer are set forth in the Offer Documents.
Holders of the Notes are urged to read the Offer Documents carefully.
The Issuers have retained Ipreo LLC, as the tender agent and information
agent for the Offer. The Issuers have retained BofA Merrill Lynch and
Jefferies LLC as the dealer managers (the “Dealer Managers”) for the
Offer.
Holders who would like additional copies of the Offer Documents may call
or email the information agent, Ipreo LLC at (212) 849-3880 (banks and
brokers), (888) 593-9546 (all others), or tenderoffer@ipreo.com.
Copies of the Offer to Purchase, Letter of Transmittal, and Notice of
Guaranteed Delivery are also available at the following website: https://www.debtdomain.com/public/ventas/index.html.
Questions regarding the terms of the Offer should be directed to BofA
Merrill Lynch at (980) 387-3907 (collect) or (888) 292-0070 (toll-free)
or Jefferies LLC at 203-363-8273 (collect) or (888) 708-5831 (toll-free).
This press release shall not constitute an offer to buy or a
solicitation of an offer to sell any Notes. The Offer is being made
solely pursuant to the Offer Documents. The Offer is not being made to
holders of Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. In any jurisdiction in which the
securities laws or blue sky laws require the Offer to be made by a
licensed broker or dealer, the Offers will be deemed to be made on
behalf of the Issuers by the Dealer Managers or one or more registered
brokers or dealers that are licensed under the laws of such jurisdiction.
Ventas, Inc., an S&P 500 company, is a leading real estate investment
trust. Its diverse portfolio of more than 1,200 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. 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/20180213005955/en/
Source: Ventas, Inc.
Ventas, Inc.
Ryan Shannon
(877) 4-VENTAS