Enters Into Cooperation Agreement with Land
& Buildings
Ventas, Inc. (NYSE: VTR) today announced that its Board of
Directors has appointed Theodore Bigman and Joe V. Rodriguez, Jr.
to the Board, effective immediately. In connection with the
appointments, which align with Ventas’s ongoing focus on Board
refreshment and maintaining strong governance, the Company has
entered into a mutual cooperation agreement (the “Cooperation
Agreement”) with shareholder Land & Buildings Investment
Management LLC (“Land & Buildings”).
Mr. Bigman brings significant investing and capital markets
experience, and has served as a private investor and as founder and
Chief Investment Officer of Bigman Holdings, his family office,
since March 2021. Prior to that, Mr. Bigman held a number of
positions at MSIM, an asset management firm and subsidiary of
Morgan Stanley, from 1995 to 2021, most recently as Head of Global
Listed Real Assets Investing. In connection with his position at
MSIM, Mr. Bigman served as a member of the Board of Trust Managers
for each of American Industrial Properties REIT, a real estate
investment trust, and Grove Property Trust, a real estate
investment trust.
Mr. Rodriguez is a seasoned real estate investor with 30 years
of experience across capital markets, finance and portfolio
management. Mr. Rodriguez was a Founding Partner and Chief
Investment Officer at Invesco Real Estate and helped scale the firm
from $1 billion to more than $90 billion in assets under
management. He has served as a Board Advisor to Invesco Office
J-REIT and AIM Select Real Estate Income Fund.
Debra A. Cafaro, Ventas Chairman and CEO, said, “I am pleased to
welcome Ted and Joe to the Board and look forward to working with
them to drive value for shareholders. I have great respect for
their professional accomplishments and REIT investment experience
and am delighted we are adding directors of their caliber to the
Board.”
“We appreciate the constructive dialogue we have had with a
cross-section of shareholders, as we continue to refresh Ventas’s
Board to complement our existing skillset, support the Company’s
execution of its strategy and enhance value for Ventas
shareholders,” said Melody Barnes, Chair of the Board’s Nominating,
Governance and Corporate Responsibility Committee.
“Joe and Ted are both accomplished investors who will add
important perspectives to the Board as it seeks to drive value for
all shareholders,” said Jonathan Litt, Founder & CIO, Land
& Buildings. “We are confident these appointments will benefit
the Company as it executes its strategy, and we would like to thank
the Board for its collaborative engagement in reaching this
outcome.”
With Mr. Bigman’s and Mr. Rodriguez’s appointments, the Ventas
Board will temporarily expand to 13 directors, 12 of whom are
independent and over 50% of whom identify as diverse by gender or
ethnicity. The Board is expected to comprise 12 directors following
the Annual Meeting. Mr. Bigman will join the Investment Committee
of Ventas’s Board and Mr. Rodriguez will join the Nominating,
Governance and Corporate Responsibility Committee, effective
immediately.
In connection with the Cooperation Agreement, Land &
Buildings will vote its shares in favor of all of the Board’s
director nominees at the 2024 Annual Meeting of Stockholders. Land
& Buildings has also agreed to customary standstill, voting and
other provisions. The full agreement between Ventas and Land &
Buildings will be filed on a Form 8-K with the U.S. Securities and
Exchange Commission (the “SEC”).
In a separate release issued today, Ventas announced additional
governance actions.
About Ventas
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.
Forward-Looking Statements
This communication 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. 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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version on businesswire.com: https://www.businesswire.com/news/home/20240304442856/en/
Investors BJ Grant (877) 4-VENTAS
Media Andrew Siegel / Joseph Sala / Greg Klassen Joele
Frank, Wilkinson Brimmer Katcher (212) 355-4449
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