CHICAGO--([ BUSINESS WIRE ])--Ventas, Inc. (NYSE: VTR) (aVentasa or the aCompanya) said today that it has filed with the Securities and Exchange Commission (the aCommissiona) a registration statement on Form S-3 relating to the offer and sale, from time to time, of shares of common stock under the Companyas Distribution Reinvestment and Stock Purchase Plan (aDRIPa). The registration statement became effective upon filing with the Commission and replaces the Companyas existing registration statement for the DRIP, which was scheduled to expire on November 27, 2011. The registration statement filed today by the Company does not increase the total amount of common stock that may be offered and sold under the DRIP.
The Companyas DRIP has been in effect since 2001 and provides a convenient and simple method for Ventas stockholders and new investors to purchase the Companyas common stock. Under the DRIP, existing stockholders may purchase shares of common stock by reinvesting all or a portion of the cash distributions from their Ventas shares. In addition, existing stockholders and interested new investors may purchase shares of common stock under the DRIP by making optional cash payments. Reinvested distributions are subject to a maximum investment of $50,000 per quarter, and optional cash purchases are subject to a minimum investment of $250 and a maximum investment of $10,000 in any calendar month. The Company, in its discretion, may waive the maximum amounts for reinvested distributions and optional cash purchases, subject to certain conditions.
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 sales would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A prospectus describing the terms of the DRIP has been filed with the Commission and copies of the prospectus may be obtained from Wells Fargo Shareowner Services, 161 North Concord Exchange, South St. Paul, MN 55075-1139, telephone: 1-800-468-9716, facsimile: 651-450-4085.
Ventas, Inc., an S&P 500 company, is a leading healthcare real estate investment trust. Its diverse portfolio of more than 1,300 assets in 47 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. 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 Companyas 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, dispositions, merger integration, growth opportunities, 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 Companyas 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 Companyas actual future results and trends may differ materially depending on a variety of factors discussed in the Companyas filings with the Securities and Exchange Commission. These factors include without limitation: (a) the ability and willingness of the Companyas 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 Companyas 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 Companyas success in implementing its business strategy and the Companyas ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions or investments, including the NHP transaction and those in different asset types and outside the United States; (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 and/or delay in payment by the United States of its obligations, and changes in the federal budget resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; (e) the nature and extent of future competition; (f) the extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in the Companyas cost of borrowing as a result of changes in interest rates and other factors; (h) the ability of the Companyas operators and managers, as applicable, to deliver high quality services, to attract and retain qualified personnel and to attract residents and patients; (i) 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 Companyas revenues and its ability to access the capital markets or other sources of funds; (j) the Companyas ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; (k) the Companyas ability and willingness to maintain its qualification as a REIT due to economic, market, legal, tax or other considerations; (l) final determination of the Companyas taxable net income for the year ending December 31, 2011; (m) the ability and willingness of the Companyas tenants to renew their leases with the Company upon expiration of the leases and the Companyas ability to reposition its properties on the same or better terms in the event such leases expire and are not renewed by the Companyas tenants or in the event the Company exercises its right to replace an existing tenant upon default; (n) risks associated with the Companyas senior living operating portfolio, such as factors causing volatility in the Companyas 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; (o) the movement of U.S. and Canadian exchange rates; (p) 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, and the Companyas earnings; (q) the Companyas 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; (r) the impact of increased operating costs and uninsured professional liability claims on the liquidity, financial condition and results of operations of the Companyas tenants, operators, borrowers and managers, and the ability of the Companyas tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims; (s) risks associated with the Companyas MOB 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; (t) the ability of the hospitals on or near whose campuses the Companyas MOBs are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups; (u) the Companyas ability to maintain or expand its relationships with its existing and future hospital and health system clients; (v) risks associated with the Companyas 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; (w) the impact of market or issuer events on the liquidity or value of the Companyas investments in marketable securities; and (x) 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.