Ventas Announces Pricing of Senior Notes Offering

  Ventas Announces Pricing of Senior Notes Offering

Business Wire

CHICAGO -- July 31, 2012

Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today that it
has priced a public offering of $275 million aggregate principal amount of
3.25% Senior Notes due 2022 (the “notes”) at 99.027% of principal amount. The
notes are being issued by the Company’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 prepay in
full its $200 million unsecured term loan due 2013, which bears interest at an
all-in fixed rate of 4% per annum, to repay indebtedness outstanding under its
unsecured revolving credit facility and for working capital and other general
corporate purposes, including to fund future acquisitions and investments, if
any. Completion of the offering is subject to customary closing conditions.
The sale of the notes is expected to close on August 3, 2012.

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. Merrill Lynch, Pierce, Fenner &
Smith Incorporated, J.P. Morgan Securities LLC, UBS Securities LLC and Wells
Fargo Securities, LLC acted as joint book-running managers for the offering.
When available, copies of the prospectus supplement and the accompanying
prospectus may be obtained from: Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 222 Broadway, 7^th Floor, New York, NY 10038, Attention:
Prospectus Department, by telephone at 800-294-1322 or via email at
dg.prospectus_requests@baml.com; J.P. Morgan Securities LLC, 383 Madison
Avenue, New York, NY 10179, Attention: High Grade Syndicate Desk, 3^rd Floor,
by telephone at 212-834-4533 (collect); UBS Securities LLC, 299 Park Avenue,
New York, NY 10171, Attention: Prospectus Specialist, by telephone at
877-827-6444, ext. 561 3884; or Wells Fargo Securities, LLC, 1525 West W.T.
Harris Blvd., NC0675, Charlotte, NC 28262, Attention: Capital Markets Support,
by telephone at 800-326-5897 or via email at cmclientsupport@wellsfargo.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 1,400 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
Company’s or its tenants’, operators’, managers’ or borrowers’ 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 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 security holders must recognize that
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 its 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 the
Company harmless 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 its ability to identify, underwrite, finance, consummate and integrate
diversifying acquisitions or investments, including its recent acquisition of
Cogdell Spencer Inc. and investments 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 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 Company’s
borrowing costs as a result of changes in interest rates and other factors;
(h) the ability of the Company’s 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 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, 2011 and the year ending December 31, 2012; (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
its 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 U.S. and Canadian currency exchange rates; (p)
year-over-year changes in the Consumer Price Index and the effect of those
changes on the rent escalators contained in the Company’s leases, including
the rent escalator for Master Lease 2 with Kindred Healthcare, Inc., 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 increased operating costs and uninsured professional
liability claims on the liquidity, financial condition and results of
operations of the Company’s tenants, operators, borrowers and managers, and
the ability of the Company’s tenants, operators, borrowers and managers to
accurately estimate the magnitude of those claims; (s) risks associated with
the Company’s medical office building (“MOB”) portfolio and operations,
including the Company’s 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 Company’s MOBs are located and their affiliated health systems to
remain competitive and financially viable and to attract physicians and
physician groups; (u) the Company’s ability to build, maintain and expand its
relationships with existing and prospective future hospital and health system
clients; (v) risks associated with the Company’s investments in joint ventures
and unconsolidated entities, including the Company’s lack of sole
decision-making authority and its reliance on its joint venture partners’
financial condition; (w) the impact of market or issuer events on the
liquidity or value of the Company’s investments in marketable securities; and
(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. Many of these factors are beyond the control of the Company and its
management.

Contact:

Ventas, Inc.
Lori B. Wittman
(877) 4-VENTAS
 
Press spacebar to pause and continue. Press esc to stop.