Market Overview

Ventas Announces Expiration and Results of Tender Offer for 4.750% Senior Notes Due 2021


Ventas, Inc. (NYSE:VTR) ("Ventas" or the "Company") announced today the
expiration and results of the previously announced offer by Ventas
Realty, Limited Partnership ("Ventas Realty") and Ventas Capital
Corporation ("Ventas Capital" and, together with Ventas Realty, the
"Issuers"), its wholly owned subsidiaries, to purchase for cash (the
"Tender Offer") any and all of their outstanding 4.750% Senior Notes due
2021 (the "Notes"), jointly issued by the Issuers and fully and
unconditionally guaranteed by Ventas, which expired at 5:00 p.m., New
York City time, on August 10, 2018 (the "Expiration Time").

As of the Expiration Time, $549,438,000 aggregate principal amount of
Notes, or 78.5% of the aggregate principal amount of Notes outstanding,
had been validly tendered and not validly withdrawn. This excludes
$1,207,000 aggregate principal amount of Notes that remain subject to
guaranteed delivery procedures. The complete terms and conditions of the
Tender Offer were set forth in an Offer to Purchase, dated August 6,
2018, and the related Letter of Transmittal.

The Issuers expect to accept for payment all Notes validly tendered and
not validly withdrawn prior to the Expiration Time and, in accordance
with the terms of the Offer to Purchase, will pay all holders of such
Notes $1,045.57 per $1,000 principal amount for all Notes accepted in
the Tender Offer, including those properly tendered and not validly
withdrawn prior to the Expiration Time and those tendered by the
guaranteed delivery procedures described within the Offer to Purchase,
three business days after the Expiration Time, or August 15, 2018 (the
"Payment Date"). Also, on the Payment Date, the Issuers will pay accrued
and unpaid interest from the last interest payment date of the Notes to,
but not including, the Payment Date. For avoidance of doubt, interest on
the Notes will cease to accrue on the Payment Date for all Notes
accepted in the Tender Offer. All Notes purchased on the Payment Date
will subsequently be retired. The Issuers will fund the payment for
tendered and accepted notes with the net proceeds from Ventas Realty's
previously announced issuance and sale of $750.0 million aggregate
principal amount of its 4.400% Senior Notes due 2029, together with cash
on hand and/or borrowings under the Company's unsecured revolving credit
facility. Wells Fargo Securities, LLC and Morgan Stanley & Co. LLC acted
as dealer managers for the Tender Offer. D.F. King & Co., Inc. was the
information agent and tender agent for the Tender Offer.

Ventas, Inc., an S&P 500 company, is a leading real estate investment
trust. Its diverse portfolio of approximately 1,200 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, life science and innovation
centers, inpatient rehabilitation and long-term acute care facilities,
health systems and skilled nursing facilities. 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. References to "Ventas" or the
"Company" mean Ventas, Inc. and its consolidated subsidiaries unless
otherwise expressly noted. More information about Ventas and Lillibridge
can be found at

The Company routinely announces material information to investors and
the marketplace using press releases, Securities and Exchange Commission
("SEC") filings, public conference calls, webcasts and the Company's
website at
The information that the Company posts to its website may be deemed to
be material. Accordingly, the Company encourages investors and others
interested in the Company to routinely monitor and review the
information that the Company posts on its website, in addition to
following the Company's press releases, SEC filings and public
conference calls and webcasts. Supplemental information regarding the
Company can be found on the Company's website under the "Investor
Relations" section or at
A comprehensive listing of the Company's properties is available at

This press release includes forward-looking statements. 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 or acquisition 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
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 SEC.
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; (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 and effect
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 tenants, 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 ending
December 31, 2018; (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 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
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) 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; (v) the Company's
ability to obtain the financial results expected from its development
and redevelopment projects; (w) the impact of market or issuer events on
the liquidity or value of the Company's investments in marketable
securities; (x) consolidation 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; and (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.

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