Ventas, Inc. (NYSE: VTR) (Ventas or the Company) announced
today that private investment funds managed by Lazard Real Estate
Partners LLC and its affiliates have agreed to sell 21,070,658
shares of the Companys common stock to Citigroup, as underwriter,
in an underwritten public offering of those shares. All net
proceeds from the sale of the common stock will be received by the
selling stockholders. The Company will not receive any of the
proceeds. The shares of common stock are being sold by the selling
stockholders pursuant to an effective shelf registration statement
filed with the Securities and Exchange Commission. A copy of the
prospectus supplement and accompanying prospectus describing the
terms of the offering will be filed with the Securities and
Exchange Commission and may be obtained, when available, from
Citigroup, Brooklyn Army Terminal, 140 58th Street, 8th Floor,
Brooklyn, NY 11220 (Tel: 800-831-9146). This press release shall
not constitute an offer to sell or a solicitation of an offer to
buy the shares of common stock or any other securities, nor shall
there be any sale of the shares of common stock or any other
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. Ventas, Inc., an SP 500 company, is a leading
healthcare real estate investment trust. Its diverse portfolio of
more than 1,300 assets in 47 states (including the District of
Columbia) and two Canadian provinces consists of seniors housing
communities, skilled nursing facilities, hospitals, medical office
buildings 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. 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 Companys or its tenants, operators, managers or
borrowers expected future financial position, results of
operations, cash flows, funds from operations, dividends and
dividend plans, financing plans, 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.
Such forward-looking statements are inherently uncertain, and
security holders must recognize that actual results may differ from
the Companys expectations. The Company does not undertake a duty to
update such forward-looking statements, which speak only as of the
date on which they are made. The Companys actual future results and
trends may differ materially depending on a variety of factors
discussed in the Companys filings with the Securities and Exchange
Commission. These factors include without limitation: (a) the
ability and willingness of the Companys tenants, operators,
borrowers, managers and other third parties to meet and/or perform
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
Companys 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 Companys success in
implementing its business strategy and the Companys ability to
identify, underwrite, finance, consummate and integrate
diversifying acquisitions or investments, including the Nationwide
Health Properties transaction and those 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 and/or
delay in payment by the United States of its obligations, and
changes in the federal budget resulting in the reduction or
nonpayment of Medicare or Medicaid reimbursement rates; (e) the
nature and extent of future competition; (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 Companys cost of
borrowing as a result of changes in interest rates and other
factors; (h) the ability of the Companys operators and managers, as
applicable, to deliver high quality services, to attract and retain
qualified personnel and to attract residents and patients; (i)
changes in general economic conditions and/or economic conditions
in the markets in which the Company may, from time to time,
compete, and the effect of those changes on the Companys revenues
and its ability to access the capital markets or other sources of
funds; (j) the Companys ability to pay down, refinance, restructure
and/or extend its indebtedness as it becomes due; (k) the Companys
ability and willingness to maintain its qualification as a REIT due
to economic, market, legal, tax or other considerations; (l) final
determination of the Companys taxable net income for the year ended
December 31, 2011; (m) the ability and willingness of the Companys
tenants to renew their leases with the Company upon expiration of
the leases and the Companys ability to reposition its properties on
the same or better terms in the event such leases expire and are
not renewed by the Companys tenants or in the event the Company
exercises its right to replace an existing tenant upon default; (n)
risks associated with the Companys senior living operating
portfolio, such as factors causing volatility in the Companys
operating income and earnings generated by its properties,
including without limitation national and regional economic
conditions, costs of 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) the
movement of U.S. and Canadian exchange rates; (p) year-over-year
changes in the Consumer Price Index and the effect of those changes
on the rent escalators, including the rent escalator for Master
Lease 2 with Kindred Healthcare, Inc., and the Companys earnings;
(q) the Companys ability and the ability of its tenants, operators,
borrowers and managers to obtain and maintain adequate liability
and other insurance from reputable and financially stable
providers; (r) the impact of increased operating costs and
uninsured professional liability claims on the liquidity, financial
condition and results of operations of the Companys tenants,
operators, borrowers and managers, and the ability of the Companys
tenants, operators, borrowers and managers to accurately estimate
the magnitude of those claims; (s) risks associated with the
Companys MOB portfolio and operations, including its 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 Companys MOBs are located and their affiliated health
systems to remain competitive and financially viable and to attract
physicians and physician groups; (u) the Companys ability to
maintain or expand its relationships with its existing and future
hospital and health system clients; (v) risks associated with the
Companys 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
Companys investments in marketable securities; and (x) the impact
of any financial, accounting, legal or regulatory issues or
litigation that may affect the Company or its major tenants,
operators or managers. Many of these factors are beyond the control
of the Company and its management.
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