CHICAGO--(BUSINESS WIRE)--Feb. 19, 2019--
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today
that it has priced a public offering of $400 million aggregate principal
amount of 3.500% Senior Notes due 2024 and $300 million aggregate
principal amount of 4.875% Senior Notes due 2049 (collectively, the
“Notes”) at 99.878% and 99.770% of the respective principal amounts. The
Notes are being issued by Ventas Realty, Limited Partnership (“Ventas
Realty”), a wholly owned subsidiary of the Company, and will be
guaranteed, on a senior unsecured basis, by the Company. The sale of the
Notes is expected to close on February 26, 2019, subject to customary
closing conditions.
The Company expects to use the net proceeds from the offering for
working capital and other general corporate purposes, which may include
repaying additional existing indebtedness.
Citigroup Global Markets Inc., Barclays Capital Inc., Credit Suisse
Securities (USA) LLC and RBC Capital Markets, LLC acted as joint
book-running managers for the offering of the Notes.
The Notes are being offered pursuant to the Company’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. When available,
copies of the prospectus supplement and the accompanying prospectus may
be obtained from: Citigroup Global Markets Inc., c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by
telephone at 1-800-831-9146, or by email at prospectus@citi.com;
Barclays Capital Inc., c/o Broadridge Financial Solutions 1155 Long
Island Avenue, Edgewood, NY 11717, or by telephone at 1-888-603-5847, or
by email at barclaysprospectus@broadridge.com;
Credit Suisse Securities (USA) LLC, Attn: Credit Suisse Prospectus
Department, Eleven Madison Avenue, New York, NY 10010, or by telephone
at 1-800-221-1037, or by email at newyork.prospectus@credit-suisse.com;
or RBC Capital Markets, LLC, Attn: Transaction Management, 200 Vesey
Street, 8th Floor, New York, NY 10281, or by telephone at 1-866-
375-6829, or by facsimile at 212-658-6137, or by email at rbcnyfixedincomeprospectus@rbccm.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, an S&P 500 company, is a leading real estate investment trust.
Its diverse portfolio of approximately 1,200 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, university-based research 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.
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,
including the potential phasing out of the London Inter-bank Offered
Rate after 2021; (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, 2018 and for the year ending
December 31, 2019; (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 damage to the Company’s
properties for catastrophic weather and other natural events and the
physical effects of climate change; (s) 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; (t) 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; (u) 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; (v)
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; (w) the Company’s ability to obtain the financial results
expected from its development and redevelopment projects; (x) the impact
of market or issuer events on the liquidity or value of the Company’s
investments in marketable securities; (y) 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; (z) 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 (aa) 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: https://www.businesswire.com/news/home/20190219006033/en/
Source: Ventas, Inc.
Ventas, Inc.
Juan Sanabria
(877) 4-VENTAS