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8-K - 8-K - Ventas, Inc. | a16-12178_18k.htm |
Exhibit 99.1
Ventas, Inc. |
353 North Clark Street, Suite 3300 |
Chicago, Illinois 60654 |
(877) 4-VENTAS | ||
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Contact: |
Ryan Shannon | ||
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(877) 4-VENTAS | ||
VENTAS COMMENCES TENDER OFFER FOR 1.55% SENIOR NOTES DUE 2016
CHICAGO, IL (May 25, 2016) Ventas, Inc. (NYSE: VTR) (Ventas or the Company) announced today that Ventas Realty, Limited Partnership (Ventas Realty), its wholly-owned subsidiary, has commenced a cash tender offer for any and all of its outstanding $550,000,000 aggregate principal amount of its 1.55% Senior Notes due 2016 (CUSIP No. 92277GAA5) (the Notes), which 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). 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 $1,003.35 (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. Ventas Realty expects the Payment Date to occur on June 2, 2016.
The Offer will expire at 5:00 p.m., New York City time, on June 1, 2016 (such time and date, as it may be extended, the Expiration Time), unless extended or earlier terminated by Ventas Realty. The Notes tendered may be withdrawn at any time at or before the Expiration Time by following the procedures described in the Offer to Purchase.
Ventas Realtys 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 Ventas Realtys discretion, of certain conditions, which are more fully described in the Offer to Purchase, including, among others, Ventas Realtys receipt of aggregate proceeds (before underwriters discounts and commissions and other offering expenses) of at least $300.0 million from an offering of new senior notes, on terms satisfactory to Ventas Realty. 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.
Ventas Realty has retained D.F. King & Co., Inc., as the tender agent and information agent for the Offer. Ventas Realty has retained Morgan Stanley & Co. LLC and Wells Fargo Securities, 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, D.F. King & Co., Inc. at (212) 269-5550 (banks and brokers), (866) 416-0576 (all others), or ventas@dfking.com. Copies of the Offer to Purchase, Letter of Transmittal, and Notice of Guaranteed Delivery are also available at the following website: www.dfking.com/ventas. Questions regarding the terms of the Offer should be directed to Morgan Stanley & Co. LLC at (212) 761-1057 (collect) or (800) 624-1808 (toll-free) or to Wells Fargo Securities, LLC at (704) 410-4760 (collect) or (866) 309-6316 (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 Ventas Realty 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 approximately 1,300 assets in the United States, Canada and the United Kingdom consists of seniors housing communities, medical office buildings, skilled nursing facilities, specialty hospitals and general acute care hospitals. 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 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 Companys 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 Companys 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 Companys actual future results and trends may differ materially from expectations depending on a variety of factors discussed in the Companys filings with the Securities and Exchange Commission. These factors include without limitation: (a) the ability and willingness of the Companys 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 Companys 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 Companys success in implementing its business strategy and the Companys 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 Companys seniors housing communities and medical office buildings (MOBs) are located; (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 Companys borrowing costs as a result of changes in interest rates and other factors; (h) the ability of the Companys tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the Companys 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 Companys revenues, earnings and funding sources; (j) the Companys ability to pay down, refinance, restructure or extend its indebtedness as it becomes due; (k) the Companys 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 Companys taxable net income for the year ended December 31, 2015 and for the year ending December 31, 2016; (m) the ability and willingness of the Companys tenants to renew their leases with the Company upon expiration of the leases, the Companys 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 Companys senior living operating portfolio, such as factors that can cause volatility in the Companys 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 Companys leases and the Companys earnings; (q) the Companys 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 Companys liquidity, financial condition and results of operations or that of the Companys tenants, operators, borrowers and managers, and the ability of the Company and the Companys tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims; (s) risks associated with the Companys MOB portfolio and operations, including the Companys 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 Companys 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 Companys 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 impact of market or issuer events on the liquidity or value of the Companys investments in marketable securities; (w) consolidation activity in the seniors housing and healthcare industries resulting in a change of control of, or a competitors investment in, one or more of the Companys tenants, operators, borrowers or managers or significant changes in the senior management of the Companys tenants, operators, borrowers or managers; (x) 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 (y) changes in accounting principles, or their application or interpretation, and the Companys ability to make estimates and the assumptions underlying the estimates, which could have an effect on the Companys earnings.