Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) and
American Realty Capital Healthcare Trust, Inc. (NASDAQ: HCT)
(“HCT”) today announced that Ventas has completed its previously
announced acquisition of HCT.
“We are pleased to complete this attractive acquisition, which
furthers our strategy of building a high-quality, diversified
portfolio of healthcare and seniors housing assets that produce
reliable growing cash flows,” Ventas Chairman and Chief Executive
Officer Debra A. Cafaro said. “We have expanded our best-in-class
medical office building franchise, adding 4 million square feet and
over 20 new health systems to our client base and 10 new senior
living operators to our business. We welcome them and look forward
to working with them. Fueled by our strong balance sheet,
attractive cost of capital and experienced team, we aim to deliver
consistent superior performance to our constituents.”
“We are delighted to combine HCT with Ventas, one of the leading
and most successful REITs globally,” HCT Chief Executive Officer
Thomas P. D’Arcy said. “We assembled an excellent portfolio of
medical office buildings and private pay senior living communities
and delivered strong returns for our investors. In addition, our
shareholders will benefit from being part of Ventas, a company with
an outstanding history of value creation and dividend growth.”
Pursuant to the acquisition, HCT shares were converted into the
right to receive either 0.1688 shares of Ventas common stock or
$11.33 per share in cash, at the election of each HCT shareholder,
and resulted in the issuance of approximately 28.4 million shares
of Ventas common stock, 1.1 million units redeemable for shares of
Ventas common stock (excluding cash in lieu of fractional shares)
and payment of approximately $11 million in cash. In addition,
Ventas assumed $167 million of mortgage debt and repaid
approximately $740 million of debt, net of HCT cash on hand.
Ventas now has a total of approximately 330.7 million shares of
common stock outstanding, including shares sold but not yet
settled. In December 2014 and January 2015, Ventas raised
approximately $536 million in gross proceeds through the issuance
of approximately 7.1 million shares under the Company’s
at-the-market (“ATM”) equity program to fund additional closed and
pending investments unrelated to HCT totaling approximately $1
billion. The Company does not currently intend to issue additional
shares under the ATM. The Company’s fully diluted share count
approximates 334.8 million as a result of the HCT closing and ATM
activity.
Ventas, Inc., an S&P 500 company, is a leading real estate
investment trust. Its diverse portfolio of over 1,600 assets in the
United States, Canada and the United Kingdom consists of seniors
housing communities, medical office buildings, skilled nursing
facilities, hospitals 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. 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 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 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, including 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 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 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 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, 2014 and for the
year ending December 31, 2015; (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 or manager, and obligations, including
indemnification obligations, the Company may incur in connection
with the replacement of an existing tenant or manager; (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 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; (s) risks
associated with the Company’s 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 hospital and
health system clients; (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 impact of market or issuer events on the liquidity or value of
the Company’s investments in marketable securities; (x) merger and
acquisition 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; (y) the impact of litigation or any financial,
accounting, legal or regulatory issues that may affect the Company
or its tenants, operators, borrowers or managers; (z) 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; and (aa) the impact of expenses related to the
re-audit and re-review of the Company’s historical financial
statements and related matters. Many of these factors are beyond
the control of the Company and its management.
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For Ventas:Lori B. Wittman(877) 4-VENTASorFor ARC
Healthcare:Andrew G. Backman(917) 475-2135
(MM) (NASDAQ:HCT)
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