EXHIBIT 99.1
[LETTERHEAD OF VENTAS]
Contact: Debra A. Cafaro
President and CEO
(502) 357-9000
VENTAS RECEIVES WAIVER ON AMENDED BANK AGREEMENT;
DECLARES 2000 ANNUAL DIVIDEND OF $0.29 PER SHARE
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Vencor Reorganization Progresses
Louisville, KY (December 20, 2000) -- Ventas, Inc (NYSE:VTR) ("Ventas" or the
"Company") said that today it received a waiver (the "Waiver") under its
existing long term amended credit agreement (the "Amended Credit Agreement")
extending the deadline for the Effective Date of the Plan of Reorganization
("Vencor Effective Date") for its primary tenant, Vencor, Inc.
(OTC/BB:VCRIQ.OB).
"Obtaining this waiver gives Ventas valuable flexibility so that we can
remain focused on helping the Vencor reorganization proceed to completion,"
Ventas President and CEO Debra A. Cafaro said. "It synchronizes the terms of our
credit agreement with Vencor's announced schedule for emerging from bankruptcy,
which could occur as early as the first quarter of 2001."
Ventas' Amended Credit Agreement had contained a provision that would have
made it an event of default if the Vencor Effective Date did not occur by
December 31, 2000. The Waiver extends that deadline until March 31, 2001. Ventas
has the option to further extend the deadline by which the Vencor Effective Date
must occur for up to three additional months through June 30, 2001. The U.S.
Bankruptcy Court has set March 1, 2001 as the confirmation hearing date for the
Vencor reorganization plan.
Key economic terms of the Waiver are:
o With the granting of the Waiver, Ventas has paid $35 million in
principal under Tranche A of its loan facility, leaving Tranche A with
a current principal balance of approximately $113 million.
o Ventas will pay an additional $15 million in principal under Tranche A
on the earlier of March 31, 2001 or 30 days after the Vencor Effective
Date.
o Ventas will pay $20 million in principal under Tranche B of its loan
facility on the earlier of March 31, 2001 or 30 days after the Vencor
Effective Date. This $20 million amortization payment will be credited
against the $50 million Tranche B payment that is due on December 31,
2003.
o Ventas has paid a fee of approximately $220,000 to lenders consenting
to the Waiver for the first three months of the Waiver. If Ventas
exercises its option to continue the Waiver period beyond March 31,
2001, it will pay those lenders between $110,000 and $450,000. The
actual fee will depend on the extension period selected by Ventas and
the outstanding principal balance of the loans at that time.
All other economic terms and conditions of the Amended Credit Agreement are
unchanged.
If all principal payments are made by Ventas as provided in the Waiver,
then by April 2, 2001, Ventas will have de-levered by at least $122 million
since entering into the Amended Credit Agreement, without the sale of any
material assets. These payments would leave an aggregate balance under the
Amended Credit Agreement of $851 million. The Amended Credit Agreement provides
that Ventas can elect to pay up to 80 percent of its Funds From Operation (FFO)
as an annual dividend after it has repaid a total of $200 million under the
Amended Credit Agreement.
VENTAS DECLARES ANNUAL DIVIDEND FOR 2000
Ventas also said today that its Board of Directors declared an annual cash
dividend of $0.29 per share for 2000, payable on January 15, 2001, to
shareholders of record on December 30, 2000. The dividend represents 95 percent
of the Company's estimated taxable net income for 2000, which is the minimum it
is required to pay in order to maintain its REIT (Real Estate Investment Trust)
status. The payment of such minimum REIT dividend is contemplated under Ventas'
Amended Credit Agreement.
"In keeping with our commitment to our shareholders, today we declared our
second annual dividend, enabling us to continue our status as a REIT," Cafaro
said. "We have made every effort to encapsulate the extraordinary, one-time
financial consequences of Vencor's difficulties in the year now ending. Our goal
is to put these issues behind us so that we will be positioned for stable,
normalized results in 2001."
The Company's estimate of its 2000 taxable net income is dependent on a
variety of assumptions, including the date by which Vencor emerges from
bankruptcy, the effectiveness of the proposed settlement of Medicare related
investigations with the Department of Justice (DOJ), the timing of payments to
be made thereunder, and other tax-related matters. If the Company's actual
taxable net income is determined to be greater than its current estimate, Ventas
would expect to declare an additional dividend for 2000 to preserve its REIT
status. In such event, the Company would be subject to an excise tax, plus any
applicable interest or penalties.
Taxable net income is calculated by making a variety of adjustments to net
income determined in accordance with generally accepted accounting principles.
These adjustments depend on various matters, including the difference between
book and tax depreciation, the periods in which certain income items are
recognized, determinations received from the Internal Revenue Service, use of
the Company's historical tax
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attributes and positions, and application of various Internal Revenue Code
sections and regulations to the specific fact patterns anticipated by the
Company.
OUTLOOK
Ventas also said today that its taxable net income for 2001 would likely
prove substantially higher than its estimated taxable net income for 2000 if the
Vencor reorganization is completed on the terms and the schedule currently
contemplated. Accordingly, the Company expects its 2001 dividend to be
significantly greater than its announced dividend for 2000. The Company intends
to distribute at least 90 percent of its estimated 2001 taxable net income as a
dividend. The Company's 2001 taxable income will include the value of the 9.99%
equity stake in Vencor that the Company is expected to receive on the Vencor
Effective Date. Ventas also anticipates that it will begin to make dividend
distributions in 2001 on a normalized quarterly schedule following Vencor's
emergence from its Chapter 11 proceedings. Ventas said that the 2001 dividend
could be satisfied by the distribution of cash and/or Vencor securities. All
dividend declarations are subject to quarterly review by the Company's Board of
Directors and restrictions contained in the Amended Credit Agreement.
There can be no assurance of the Company's ability to pay future dividends.
The Company may from time to time update its publicly announced expectations
regarding future dividends, but it is not obligated to do so. Additionally,
there can be no assurance that Vencor will be successful in obtaining the
approval of its creditors for a restructuring plan, that any such plan will be
on terms acceptable to Ventas, Vencor and its creditors, or that any
restructuring plan will not have a material adverse effect on Ventas. There can
be no assurance that any of the court-ordered dates in the Vencor Bankruptcy
case will not change. Nor can there be any assurance that Vencor and Ventas will
be able to reach a settlement with the DOJ, or that any such settlement will be
on terms acceptable to Ventas, or that any settlement with DOJ will not have
material adverse effect on Ventas. Ventas and other parties to the Vencor
reorganization have reserved all of their rights regarding the proposed Vencor
reorganization plan and the confirmation process.
OTHER MATTERS
The Company has been informed that a financial institution is the pledgee
of a large block of the Company's common stock under a private transaction that
is not related to the Company. This financial institution has advised the
Company that it has foreclosed on those shares and has recently sold or intends
to sell them in one or more transactions pursuant to Rule 144 under the
Securities Act of 1933, as amended. According to the financial institution, it
has sold or intends to sell approximately 675,000 shares of the Company's common
stock within the three-month period that began on December 12, 2000.
Ventas is a real estate investment trust whose properties include 45
hospitals, 216 nursing centers and eight personal care facilities operating in
36 states.
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This Press Release includes forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act")
and Section 21E of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act"). All statements regarding the Company's and its subsidiaries'
expected future financial position, results of operations, cash flows, funds
from operations, dividends and dividend plans, financing plans, business
strategy, budgets, projected costs, capital expenditures, competitive positions,
growth opportunities, expected lease income, continued qualification as a real
estate investment trust, plans and objectives of management for future
operations and statements that include words such as "anticipate," "believe,"
"plan," "estimate," "expect," "intend," "may," "could," and other similar
expressions are forward-looking statements. Such forward-looking statements are
inherently uncertain, and stockholders must recognize that actual results may
differ from the Company's expectations. The Company does not undertake any duty
to update such forward-looking statements.
Actual future results and trends for the Company may differ materially
depending on a variety of factors discussed in the Company's filings with the
Securities and Exchange Commission. Factors that may affect the plans or results
of the Company include, without limitation, (a) the treatment of the Company's
claims in the chapter 11 cases of its primary tenant, Vencor, Inc. and certain
of its affiliates (collectively referred to in this paragraph as "Vencor"), as
well as certain of its other tenants, (b) the ability and willingness of Vencor
to continue to meet and/or honor its obligations under the agreements the
Company and Vencor entered into in connection with the 1998 spin off by the
Company of Vencor (the "1998 Spin Off"), including, without limitation, the
obligation to indemnify and defend the Company for all litigation and other
claims relating to the health care operations and other assets and liabilities
transferred to Vencor in the 1998 Spin Off, (c) the ability of Vencor and the
Company's other operators to maintain the financial strength and liquidity
necessary to satisfy their respective obligations and duties under the leases
and other agreements with the Company, and their existing credit agreements, (d)
the Company's success in implementing its business strategy, (e) the nature and
extent of future competition, (f) the extent of future health care reform and
regulation, including cost containment measures and changes in reimbursement
policies and procedures, (g) increases in the cost of borrowing for the Company,
(h) the ability of the Company's operators to deliver high quality care and to
attract patients, (i) the results of litigation affecting the Company, (j) the
results of the settlement discussions Vencor and the Company have been engaged
in with the federal government seeking to resolve federal civil and
administrative claims against them arising from the participation of Vencor
facilities in various federal health benefit programs, (k) changes in general
economic conditions and/or economic conditions in the markets in which the
Company may, from time to time, compete,(l) the ability of the Company to pay
down, refinance, restructure, and/or extend its indebtedness as it becomes
due,(m) the ability and willingness of the Company to maintain its qualification
as a real estate investment trust due to economic, market, legal, tax or other
considerations, and (n) final determination of the Company's taxable net income
for 2000. Many of such factors are beyond the control of the Company and its
management.
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