Business & Finance
Business and Finance
Business and Finance
Wed, May 11, 2011
Tue, May 10, 2011 
CHICAGO--([ BUSINESS WIRE ])--Ventas, Inc. (NYSE: VTR) (aVentasa or the aCompanya) announced today that it has priced a public offering of $700 million aggregate principal amount of 4.750% Senior Notes due 2021 (the anotesa) at 99.132% of principal amount. The notes are being issued by the Companya™s operating partnership, Ventas Realty, Limited Partnership, and a wholly owned subsidiary, Ventas Capital Corporation, and will be guaranteed, on a senior unsecured basis, by the Company.
The Company expects to use the net proceeds from the offering to fund the cash portion of the purchase price and transaction costs in connection with its pending transaction with Atria Senior Living Group, Inc. (aAtriaa) and/or for general corporate purposes, which may include a senior unsecured term loan to Nationwide Health Properties, Inc. (aNHPa). Completion of the offering is subject to customary closing conditions. The sale of the notes is expected to close on May 17, 2011.
The notes are being offered pursuant to the Companya™s existing shelf registration statement, which became automatically effective upon filing with the Securities and Exchange Commission. A prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the Securities and Exchange Commission. Barclays Capital Inc., Citi, Deutsche Bank Securities Inc., and Goldman, Sachs & Co. will act as joint book-running managers for the offering. When available, copies of the prospectus supplement and the accompanying prospectus may be obtained from: Barclays Capital Inc., c/o Broadridge Distribution Services, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-888-603-5847 or by emailing [ barclaysprospectus@broadridge.com ]; Citi, Attn: Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, telephone (800) 831-9146; Deutsche Bank Securities Inc., 100 Plaza One, Floor 2, Jersey City, NJ 07311, telephone: 1-800-503-4611 or by emailing [ prospectusrequest@list.db.com ]; or Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [ prospectus-ny@ny.email.gs.com ].
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Ventas, Inc., an S&P 500 company, is a leading healthcare real estate investment trust. Its diverse portfolio of more than 600 assets in 44 states (including the District of Columbia) and two Canadian provinces consists of seniors housing communities, skilled nursing facilities, hospitals, medical office buildings and other properties. After giving effect to the pending Atria and NHP transactions, Ventasa™s portfolio will consist of more than 1,300 properties in 48 states (including the District of Columbia) and two Canadian provinces. 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 Companya™s or its tenantsa™, operatorsa™, managersa™ or borrowersa™ expected future financial position, results of operations, cash flows, funds from operations, dividends and dividend plans, financing plans, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, merger integration, growth opportunities, dispositions, expected lease income, continued qualification as a real estate investment trust (aREITa), plans and objectives of management for future operations and statements that include words such as aanticipate,a aif,a abelieve,a aplan,a aestimate,a aexpect,a aintend,a amay,a acould,a ashould,a awilla and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and security holders must recognize that actual results may differ from the Companya™s expectations. The Company does not undertake a duty to update such forward-looking statements, which speak only as of the date on which they are made.
The Companya™s actual future results and trends may differ materially depending on a variety of factors discussed in the Companya™s filings with the Securities and Exchange Commission. These factors include without limitation: (a) the ability and willingness of the Companya™s tenants, operators, borrowers, managers and other third parties to meet and/or perform 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 Companya™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 Companya™s success in implementing its business strategy and the Companya™s ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions or investments, including its pending transactions with Atria Senior Living Group, Inc. and Nationwide Health Properties, Inc. and those in different asset types and outside the United States; (d) the nature and extent of future competition; (e) the extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (f) increases in the Companya™s cost of borrowing as a result of changes in interest rates and other factors; (g) the ability of the Companya™s operators and managers, as applicable, to deliver high quality services, to attract and retain qualified personnel and to attract residents and patients; (h) changes in general economic conditions and/or economic conditions in the markets in which the Company may, from time to time, compete, and the effect of those changes on the Companya™s revenues and its ability to access the capital markets or other sources of funds; (i) the Companya™s ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; (j) the Companya™s ability and willingness to maintain its qualification as a REIT due to economic, market, legal, tax or other considerations; (k) final determination of the Companya™s taxable net income for the year ended December 31, 2010 and for the year ending December 31, 2011; (l) the ability and willingness of the Companya™s tenants to renew their leases with the Company upon expiration of the leases and the Companya™s ability to reposition its properties on the same or better terms in the event such leases expire and are not renewed by the Companya™s tenants or in the event the Company exercises its right to replace an existing tenant upon default; (m) risks associated with the Companya™s senior living operating portfolio, such as factors causing volatility in the Companya™s operating income and earnings generated by its properties, including without limitation national and regional economic conditions, costs of 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; (n) the movement of U.S. and Canadian exchange rates; (o) year-over-year changes in the Consumer Price Index and the effect of those changes on the rent escalators, including the rent escalator for Master Lease 2 with Kindred Healthcare, Inc., and the Companya™s earnings; (p) the Companya™s ability and the ability of its tenants, operators, borrowers and managers to obtain and maintain adequate liability and other insurance from reputable and financially stable providers; (q) the impact of increased operating costs and uninsured professional liability claims on the liquidity, financial condition and results of operations of the Companya™s tenants, operators, borrowers and managers, and the ability of the Companya™s tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims; (r) risks associated with the Companya™s medical office building portfolio and operations, including its ability to successfully design, develop and manage MOBs, to accurately estimate its costs in fixed fee-for-service projects and to retain key personnel; (s) the ability of the hospitals on or near whose campuses the Companya™s MOBs are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups; (t) the Companya™s ability to maintain or expand its relationships with its existing and future hospital and health system clients; (u) risks associated with the Companya™s investments in joint ventures and unconsolidated entities, including its lack of sole decision-making authority and its reliance on its joint venture partnersa™ financial condition; (v) the impact of market or issuer events on the liquidity or value of the Companya™s investments in marketable securities; and (w) the impact of any financial, accounting, legal or regulatory issues or litigation that may affect the Company or its major tenants, operators or managers.Many of these factors are beyond the control of the Company and its management.
