Ventas Announces Early Tender Results
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Company to Offer Early Tender Premium for All Senior Notes Due 2012 Tendered
Prior to Expiration Date
CHICAGO--(Business Wire)--
Ventas, Inc. (NYSE: VTR) ("Ventas" or the "Company") announced today that, as of
5:00 p.m., New York City time, on April 20, 2009 (the "Early Tender Date"), the
following principal amounts of senior notes have been tendered in connection
with its previously announced cash tender offers for up to $310.0 million
aggregate purchase price of selected senior notes issued by its operating
partnership, Ventas Realty, Limited Partnership, and a wholly owned subsidiary,
Ventas Capital Corporation (the "Senior Notes"). The terms and conditions of
each tender offer are described in the Offer to Purchase dated April 6, 2009 and
related Letter of Transmittal, which were mailed to holders of the Senior
Notes.
CUSIP Title of Security Aggregate Acceptance Principal
Number Principal Amount Priority Amount
Outstanding Level Tendered
92276MAP0 6¾% Senior Notes due 2010 $102,076,000 1 $100,566,000
92276MAD7 9% Senior Notes due 2012 $186,821,000 1 $88,528,000
92276MAH8 6⅝% Senior Notes due 2014 $175,000,000 2 $98,071,000
92276MAK1 7⅛% Senior Notes due 2015 $170,000,000 3 $127,654,000
Ventas also announced today it is amending the terms of its tender offer for the
9% Senior Notes due 2012 (the "2012 Notes") to provide that, subject to the
terms and conditions of that offer, it will pay the total consideration of
$1,050.00 (including the early tender premium of $30.00) per $1,000 principal
amount of 2012 Notes validly tendered after the Early Tender Date and on or
before 12:00 midnight, New York City time, on May 1, 2009, which is the
expiration date for the tender offers (the "Expiration Date"). This is the same
total consideration payable with respect to 2012 Notes tendered (and not validly
withdrawn) on or before the Early Tender Date.
With respect to the other series of Senior Notes, holders who validly tendered
(and did not validly withdraw) their Senior Notes on or before the Early Tender
Date and whose Senior Notes are accepted for purchase will receive the
applicable total consideration set forth in the Offer to Purchase. Holders who
validly tender their Senior Notes (other than the 2012 Notes) after the Early
Tender Date and whose Senior Notes are accepted for purchase will receive the
applicable tender offer consideration, which is the applicable total
consideration minus the early tender premium of $30.00 per $1,000 principal
amount of Senior Notes. In addition, the Company will pay in cash accrued and
unpaid interest on all validly tendered Senior Notes accepted for purchase in
the tender offers up to, but not including, the payment date. The payment date
will be promptly after the Expiration Date and is currently expected to occur on
May 4, 2009. Any Senior Notes tendered (whether before or after the Early Tender
Date) may not be withdrawn after the Early Tender Date.
Banc of America Securities LLC, BMO Capital Markets and KeyBanc Capital Markets
are acting as the Dealer Managers for the tender offers. The Information Agent
for the tender offers is Global Bondholder Services Corporation. Holders with
questions regarding the tender offers should contact Banc of America Securities
LLC, Liability Management Group at (888) 292-0070 (U.S. toll-free) and (646)
855-3401 (collect). Requests for copies of the Offer to Purchase or Letter of
Transmittal should be directed to the Information Agent, Global Bondholder
Services Corporation, at (866) 857-2200 (U.S. toll-free) and (212) 430-3774
(collect).
None of the Company, the Dealer Managers or the Information Agent is making any
recommendations to holders of Senior Notes as to whether to tender or refrain
from tendering their Senior Notes in the tender offers. Holders of Senior Notes
must decide how many Senior Notes they will tender, if any.
This press release is for informational purposes only and does not constitute an
offer to purchase nor the solicitation of an offer to sell the Senior Notes.
Each tender offer is being made only pursuant to the tender offer documents,
including the Offer to Purchase. The tender offers are not being made in any
jurisdiction in which such offer, solicitation 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 tender offers are required to be
made by a licensed broker or dealer, they shall be deemed to be made by the
Dealer Managers on behalf of the Company.
Ventas, Inc., an S&P 500 company, is a leading healthcare real estate investment
trust. Its diverse portfolio of properties located in 43 states and two Canadian
provinces includes seniors housing communities, skilled nursing facilities,
hospitals, medical office buildings and other properties. More information about
Ventas can be found on its website at www.ventasreit.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
Company`s or its tenants`, operators`, managers` or borrowers` expected future
financial position, results of operations, cash flows, funds from operations,
dividends and dividend plans, financing plans, business strategy, budgets,
projected costs, capital expenditures, competitive positions, acquisitions,
investment opportunities, merger integration, growth opportunities,
dispositions, 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. Such
forward-looking statements are inherently uncertain, and security holders must
recognize that actual results may differ from the Company`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 Company`s actual future results and trends may differ materially 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 operators, tenants, 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
Company`s operators, tenants, 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 or investments, including 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 Company`s cost of borrowing as a result of changes
in interest rates and other factors; (g) the ability of the Company`s operators
and managers, as applicable, to deliver high quality services, to attract and
retain qualified personnel and to attract residents and patients; (h) the
results of litigation affecting the Company; (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 Company`s
revenues and its ability to access the capital markets or other sources of
funds; (j) the Company`s ability to pay down, refinance, restructure and/or
extend its indebtedness as it becomes due; (k) the Company`s ability and
willingness to maintain its qualification as a REIT due to economic, market,
legal, tax or other considerations; (l) final determination of the Company`s
taxable net income for the year ended December 31, 2008 and for the year ending
December 31, 2009; (m) the ability and willingness of the Company`s tenants to
renew their leases with the Company upon expiration of the leases and the
Company`s ability to reposition its properties on the same or better terms in
the event such leases expire and are not renewed by the Company`s tenants or in
the event the Company exercises its right to replace an existing tenant upon
default; (n) risks associated with the Company`s senior living operating
portfolio, such as factors causing volatility in the Company`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; (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 Company`s earnings; (q) the Company`s ability and
the ability of its operators, tenants, 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 Company`s operators, tenants, borrowers and managers and
the ability of the Company`s operators, tenants, borrowers and managers to
accurately estimate the magnitude of those claims; (s) the ability and
willingness of the lenders under the Company`s unsecured revolving credit
facilities to fund, in whole or in part, borrowing requests made by the Company
from time to time; (t) the impact of market or issuer events on the liquidity or
value of the Company`s investments in marketable securities; and (u) the impact
of any financial, accounting, legal or regulatory issues that may affect the
Company`s major tenants, operators or managers.Many of these factors are beyond
the control of the Company and its management.
Ventas, Inc.
David J. Smith
(877) 4-VENTAS
Copyright Business Wire 2009
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