Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said today
that it has priced a private offering in Canada of Cdn$650 million
of 5.10% Senior Notes, Series J due 2029 (the “Notes”). The sale of
the Notes is expected to close on March 5, 2024, subject to
satisfaction of customary closing conditions.
The Notes are being issued by Ventas’ indirect, wholly-owned
subsidiary, Ventas Canada Finance Limited (the “Issuer”), on a
prospectus-exempt basis only to “accredited investors” who are not
individuals unless such individuals are also “permitted clients,”
in each case as defined under applicable Canadian securities laws.
The Notes will be unconditionally guaranteed by the Company (the
“Guarantee”).
The Notes will mature on March 5, 2029. The Notes will
constitute senior unsecured obligations of the Issuer and will rank
equally with all other present and future unsecured and
unsubordinated obligations of the Issuer. The Guarantee will
constitute a senior unsecured obligation of the Guarantor and will
rank equally with all other present and future unsecured and
unsubordinated obligations of the Company. Interest on the Notes
will be payable semi-annually in arrears on March 5 and September 5
of each year, commencing on September 5, 2024. The Notes are
expected to be rated BBB+ (Stable) by S&P, Baa1 (Stable) by
Moody’s and BBB (Stable) by Fitch.
The Issuer intends to use the net proceeds from the offering of
the Notes to repay amounts outstanding under the Issuer’s existing
indebtedness, including under its Cdn$500 million unsecured term
loan facility, and for other general corporate purposes.
The Notes have not been and will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any
state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state laws. The Notes have not been qualified by way of prospectus
in any province or territory of Canada and may not be offered or
sold to persons located or resident in Canada except pursuant to an
exemption from the prospectus requirements of applicable Canadian
securities laws.
This press release does not constitute an offer to sell or buy
or the solicitation of an offer to buy or sell any security and
shall not constitute an offer, solicitation, sale or purchase of
any securities in any jurisdiction in which such offering,
solicitation, sale or purchase would be unlawful.
Ventas Inc. (NYSE:VTR) is a leading S&P 500 real estate
investment trust focused on delivering strong, sustainable
shareholder returns by enabling exceptional environments that
benefit a large and growing aging population. The Company’s growth
is fueled by its senior housing communities, which provide valuable
services to residents and enable them to thrive in supported
environments. Ventas leverages its unmatched operational expertise,
data-driven insights from its Ventas Operational InsightsTM
platform, extensive relationships and strong financial position to
achieve its goal of delivering outsized performance across
approximately 1,400 properties. The Ventas portfolio is composed of
senior housing communities, outpatient medical buildings, research
centers and healthcare facilities in North America and the United
Kingdom. The Company benefits from a seasoned team of talented
professionals who share a commitment to excellence, integrity and a
common purpose of helping people live longer, healthier, happier
lives.
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, as amended and
forward-looking information within the meaning of applicable
Canadian securities laws (collectively, “forward-looking
statements”). These forward-looking statements include, among
others, statements of expectations, beliefs, future plans and
strategies, anticipated results from operations and developments
and other matters that are not historical facts. Forward-looking
statements include, among other things, statements regarding our
and our officers’ intent, belief or expectation as identified by
the use of words such as “assume,” “may,” “will,” “project,”
“expect,” “believe,” “intend,” “anticipate,” “seek,” “target,”
“forecast,” “plan,” “potential,” “opportunity,” “estimate,”
“could,” “would,” “should” and other comparable and derivative
terms or the negatives thereof.
Forward-looking statements are based on management’s beliefs as
well as on a number of assumptions concerning future events. You
should not put undue reliance on these forward-looking statements,
which are not a guarantee of performance and are subject to a
number of uncertainties and other factors that could cause actual
events or results to differ materially from those expressed or
implied by the forward-looking statements. We do not undertake a
duty to update these forward-looking statements, which speak only
as of the date on which they are made. We urge you to carefully
review the disclosures we make concerning risks and uncertainties
that may affect our business and future financial performance,
including those made below and in our filings with the Securities
and Exchange Commission, such as in the sections titled “Cautionary
Statements — Summary Risk Factors,” “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in our Annual Report on Form 10-K for the
year ended December 31, 2023.
Certain factors that could affect our future results and our
ability to achieve our stated goals include, but are not limited
to: (a) our ability to achieve the anticipated benefits and
synergies from, and effectively integrate, our completed or
anticipated acquisitions and investments of properties, including
our ownership of the properties included in our equitized loan
portfolio; (b) our exposure and the exposure of our tenants,
managers and borrowers to complex healthcare and other regulation,
including evolving laws and regulations regarding data privacy and
cybersecurity and environmental matters, and the challenges and
expense associated with complying with such regulation; (c) the
potential for significant general and commercial claims, legal
actions, regulatory proceedings or enforcement actions that could
subject us or our tenants, managers or borrowers to increased
operating costs, uninsured liabilities, fines or significant
operational limitations, including the loss or suspension of or
moratoriums on accreditations, licenses or certificates of need,
suspension of or nonpayment for new admissions, denial of
reimbursement, suspension, decertification or exclusion from
federal, state or foreign healthcare programs or the closure of
facilities or communities; (d) the impact of market and general
economic conditions on us, our tenants, managers and borrowers and
in areas in which our properties are geographically concentrated,
including macroeconomic trends and financial market events, such as
bank failures and other events affecting financial institutions,
market volatility, increases in inflation, changes in or elevated
interest and exchange rates, tightening of lending standards and
reduced availability of credit or capital, geopolitical conditions,
supply chain pressures, rising labor costs and historically low
unemployment, events that affect consumer confidence, our occupancy
rates and resident fee revenues, and the actual and perceived state
of the real estate markets, labor markets and public and private
capital markets; (e) our reliance and the reliance of our tenants,
managers and borrowers on the financial, credit and capital markets
and the risk that those markets may be disrupted or become
constrained, including as a result of bank failures or concerns or
rumors about such events, tightening of lending standards and
reduced availability of credit or capital; (f) the secondary and
tertiary effects of the COVID-19 pandemic on our business,
financial condition and results of operations and the
implementation and impact of regulations related to the CARES Act
and other stimulus legislation, including the risk that some or all
of the CARES Act or other COVID-19 relief payments we or our
tenants, managers or borrowers received could be recouped; (g) our
ability, and the ability of our tenants, managers and borrowers, to
navigate the trends impacting our or their businesses and the
industries in which we or they operate, and the financial condition
or business prospect of our tenants, managers and borrowers; (h)
the risk of bankruptcy, inability to obtain benefits from
governmental programs, insolvency or financial deterioration of our
tenants, managers, borrowers and other obligors which may, among
other things, have an adverse impact on the ability of such parties
to make payments or meet their other obligations to us, which could
have an adverse impact on our results of operations and financial
condition; (i) the risk that the borrowers under our loans or other
investments default or that, to the extent we are able to foreclose
or otherwise acquire the collateral securing our loans or other
investments, we will be required to incur additional expense or
indebtedness in connection therewith, that the assets will
underperform expectations or that we may not be able to
subsequently dispose of all or part of such assets on favorable
terms; (j) our current and future amount of outstanding
indebtedness, and our ability to access capital and to incur
additional debt which is subject to our compliance with covenants
in instruments governing our and our subsidiaries’ existing
indebtedness; (k) the recognition of reserves, allowances, credit
losses or impairment charges are inherently uncertain, may increase
or decrease in the future and may not represent or reflect the
ultimate value of, or loss that we ultimately realize with respect
to, the relevant assets, which could have an adverse impact on our
results of operations and financial condition; (l) the non-renewal
of any leases or management agreement or defaults by tenants or
managers thereunder and the risk of our inability to replace those
tenants or managers on a timely basis or on favorable terms, if at
all; (m) our ability to identify and consummate future investments
in or dispositions of healthcare assets and effectively manage our
portfolio opportunities and our investments in co-investment
vehicles, joint ventures and minority interests, including our
ability to dispose of such assets on favorable terms as a result of
rights of first offer or rights of first refusal in favor of third
parties; (n) risks related to development, redevelopment and
construction projects, including costs associated with inflation,
rising or elevated interest rates, labor conditions and supply
chain pressures, and risks related to increased construction and
development in markets in which our properties are located,
including adverse effect on our future occupancy rates; (o) our
ability to attract and retain talented employees; (p) the
limitations and significant requirements imposed upon our business
as a result of our status as a REIT and the adverse consequences
(including the possible loss of our status as a REIT) that would
result if we are not able to comply with such requirements; (q) the
ownership limits contained in our certificate of incorporation with
respect to our capital stock in order to preserve our qualification
as a REIT, which may delay, defer or prevent a change of control of
our company; (r) the risk of changes in healthcare law or
regulation or in tax laws, guidance and interpretations,
particularly as applied to REITs, that could adversely affect us or
our tenants, managers or borrowers; (s) increases in our borrowing
costs as a result of becoming more leveraged, including in
connection with acquisitions or other investment activity and
rising or elevated interest rates; (t) our reliance on third-party
managers and tenants to operate or exert substantial control over
properties they manage for or rent from us, which limits our
control and influence over such operations and results; (u) our
exposure to various operational risks, liabilities and claims from
our operating assets; (v) our dependency on a limited number of
tenants and managers for a significant portion of our revenues and
operating income; (w) our exposure to particular risks due to our
specific asset classes and operating markets, such as adverse
changes affecting our specific asset classes and the real estate
industry, the competitiveness or financial viability of hospitals
on or near the campuses where our outpatient medical buildings are
located, our relationships with universities, the level of expense
and uncertainty of our research tenants, and the limitation of our
uses of some properties we own that are subject to ground lease,
air rights or other restrictive agreements; (x) the risk of damage
to our reputation; (y) the availability, adequacy and pricing of
insurance coverage provided by our policies and policies maintained
by our tenants, managers or other counterparties; (z) the risk of
exposure to unknown liabilities from our investments in properties
or businesses; (aa) the occurrence of cybersecurity threats and
incidents that could disrupt our or our tenants’, managers’ or
borrower’s operations, result in the loss of confidential or
personal information or damage our business relationships and
reputation; (bb) the failure to maintain effective internal
controls, which could harm our business, results of operations and
financial condition; (cc) the impact of merger, acquisition and
investment activity in the healthcare industry or otherwise
affecting our tenants, managers or borrowers; (dd) disruptions to
the management and operations of our business and the uncertainties
caused by activist investors; (ee) the risk of catastrophic or
extreme weather and other natural events and the physical effects
of climate change; (ff) the risk of potential dilution resulting
from future sales or issuances of our equity securities; and (gg)
the other factors set forth in our periodic filings with the
Securities and Exchange Commission.
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Ventas, Inc. BJ Grant (877) 4-VENTAS
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