Ventas Completes Acquisition of New Senior Investment Group Inc.
21 Settembre 2021 - 2:56PM
Business Wire
Ventas, Inc. (NYSE: VTR) (“Ventas”) and New Senior Investment
Group Inc. (“New Senior”) today announced that Ventas has completed
its acquisition of New Senior in an all-stock transaction (the
“Transaction”), valued at approximately $2.3 billion, including New
Senior debt assumed or repaid by Ventas. Under the terms of the
merger agreement, New Senior stockholders are entitled to receive
0.1561 shares of newly issued Ventas common stock for each share of
New Senior common stock that they owned immediately prior to the
effective time of the merger.
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“The acquisition of the New Senior portfolio positions Ventas to
capture the powerful senior housing upside at a cyclical inflection
point, adds a high quality independent living portfolio in
advantaged markets with positive supply and demand fundamentals,
and builds on existing relationships with leading operators and our
deep experience in independent living at an attractive valuation
that is accretive to Ventas,” said Debra A. Cafaro, Ventas Chairman
and CEO. “I commend Susan Givens and her excellent team for their
professionalism and accomplishments,” she added.
Ventas’s third quarter 2021 guidance issued on August 6, 2021
excluded any contribution or impact from the Transaction.
Effective today, shares of New Senior common stock will no
longer be traded on the New York Stock Exchange.
About Ventas
Ventas, an S&P 500 company, operates at the intersection of
two powerful and dynamic industries – healthcare and real estate.
As one of the world’s foremost Real Estate Investment Trusts,
Ventas’s portfolio of approximately 1,300 properties is buoyed by
the demographic tailwind of a large and growing aging population.
Ventas uses the power of capital to unlock the value of senior
living communities, life science, research & innovation
properties, medical office & outpatient facilities and other
healthcare real estate, working with leading care providers,
developers, research, educational and medical institutions,
innovators and healthcare organizations. Ventas has followed a
successful strategy that endures: combining a high-quality
diversified portfolio of properties and capital sources to manage
through cycles, working with industry leading partners, and a
collaborative and experienced team focused on producing consistent
growing cash flows and superior returns on a strong balance sheet,
ultimately rewarding Ventas stakeholders.
About New Senior
New Senior Investment Group Inc. is a real estate investment
trust with a diversified portfolio of senior housing properties
located across the United States. New Senior is one of the largest
owners of senior housing properties, with 103 properties across 36
states.
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 Ventas’s and
Ventas’s officers’ intent, belief or expectation as identified by
the use of words such as “may,” “will,” “project,” “expect,”
“believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,”
“plan,” “potential,” “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. You are urged to
carefully review the disclosures Ventas and New Senior make
concerning risks and uncertainties that may affect Ventas’s and New
Senior’s business and future financial performance in Ventas’s and
New Senior’s filings with the Securities and Exchange Commission
(“SEC”), including those made in the “Risk Factors” section and
“Management’s Discussion & Analysis of Financial Condition and
Results of Operations” section of Ventas’s and New Senior’s most
recently filed Annual Report on Form 10-K and Quarterly Report on
Form 10-Q. Ventas does not undertake a duty to update these
forward-looking statements, which speak only as of the date on
which they are made.
Certain factors that could affect Ventas’s future results and
Ventas’s ability to achieve its stated goals include, but are not
limited to: (a) the impact of the ongoing COVID-19 pandemic,
including of the Delta or any other variant, on Ventas’s revenue,
level of profitability, liquidity and overall risk exposure and the
implementation and impact of regulations related to the CARES Act
and other stimulus legislation and any future COVID-19 relief
measures; (b) Ventas’s ability to achieve the anticipated benefits
and synergies from the acquisition of, and the risk of greater than
expected costs or other difficulties related to the integration of,
New Senior; (c) Ventas’s exposure and the exposure of Ventas’s
tenants, borrowers and managers to complex healthcare and other
regulation and the challenges and expense associated with complying
with such regulation; (d) the potential for significant general and
commercial claims, legal actions, regulatory proceedings or
enforcement actions that could subject Ventas or Ventas’s tenants,
borrowers or managers to increased operating costs and uninsured
liabilities; (e) the impact of market and general economic
conditions, including economic and financial market events, or
events that affect consumer confidence, Ventas’s occupancy rates
and resident fee revenues, and the actual and perceived state of
the real estate markets, labor markets and public capital markets;
(f) Ventas’s ability, and the ability of Ventas’s tenants,
borrowers and managers, to navigate the trends impacting Ventas’s
or their businesses and the industries in which Ventas or they
operate; (g) the risk of bankruptcy, insolvency or financial
deterioration of Ventas’s tenants, borrowers, managers and other
obligors and Ventas’s ability to foreclose successfully on the
collateral securing Ventas’s loans and other investments in the
event of a borrower default; (h) Ventas’s ability to identify and
consummate future investments in or dispositions of healthcare
assets and effectively manage Ventas’s portfolio opportunities and
Ventas’s investments in co-investment vehicles; (i) Ventas’s
ability to attract and retain talented employees; (j) the
limitations and significant requirements imposed upon Ventas’s
business as a result of Ventas’s status as a REIT and the adverse
consequences (including the possible loss of Ventas’s status as a
REIT) that would result if Ventas is not able to comply; (k) 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 Ventas or Ventas’s tenants, borrowers
or managers; (l) increases in Ventas’s borrowing costs as a result
of becoming more leveraged or as a result of changes in interest
rates and phasing out of LIBOR rates; (m) Ventas’s reliance on
third parties to operate a majority of Ventas’s assets and Ventas’s
limited control and influence over such operations and results; (n)
Ventas’s dependency on a limited number of tenants and managers for
a significant portion of Ventas’s revenues and operating income;
(o) the adequacy of insurance coverage provided by Ventas’s
policies and policies maintained by Ventas’s tenants, managers or
other counterparties; (p) the occurrence of cyber incidents that
could disrupt Ventas’s operations, result in the loss of
confidential information or damage Ventas’s business relationships
and reputation; (q) the impact of merger, acquisition and
investment activity in the healthcare industry or otherwise
affecting Ventas’s tenants, borrowers or managers; and (r) the risk
of catastrophic or extreme weather and other natural events and the
physical effects of climate change.
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Sarah Whitford (877) 4-VENTAS
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