EXHIBIT 99.1
[LOGO OF VENTAS]
Ventas, Inc. 10350 Ormsby Park Place, Ste 300 Louisville, Kentucky 40223 (502)
357.9000 (502) 357.9001 Fax
Contacts: Debra A. Cafaro
Chairman, President and CEO
or
Richard A. Schweinhart
Senior Vice President and CFO
(502) 357-9000
VENTAS ENTERS AGREEMENT TO SELL COMMON STOCK
Company Expects To Receive Net Proceeds of $51.2 Million
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LOUISVILLE, KY (March 10, 2004) - Ventas, Inc. (NYSE:VTR) ("Ventas" or the
"Company") said today that it has agreed to sell 2.0 million shares of its
common stock to Merrill Lynch & Co., as sole bookrunning manager for an
underwritten public offering. Ventas expects to receive net proceeds of
approximately $51.2 million from the sale. The Company expects to use the net
proceeds to repay indebtedness under its revolving credit facility and for
general corporate purposes, including to fund possible future acquisitions.
Closing of the transaction is subject to customary closing conditions.
The common shares are being offered under the Company's existing shelf
registration statement, which has been declared effective by the Securities and
Exchange Commission. A prospectus supplement describing the terms of the
offering will be filed with the Securities and Exchange Commission. When
available, copies of the prospectus supplement and the accompanying prospectus
may be obtained from the offices of Merrill Lynch & Co., 4 World Financial
Center, 250 Vesey Street, Ground Floor, New York, New York 10080.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sales of these securities
in any state in which such offer, solicitation or sales would be unlawful prior
to registration or qualification under the securities laws of any state.
Ventas is a healthcare real estate investment trust that owns 42 hospitals,
199 nursing facilities, 21 senior housing facilities and 11 other facilities in
38 states. The Company also has investments in 25 additional healthcare and
senior housing facilities. More information about Ventas can be found on its
website at www.ventasreit.com.
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Ventas Enters Agreement To Sell Common Stock
Page 2
March 10, 2004
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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, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements regarding Ventas,
Inc.'s ("Ventas" or the "Company") 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 ("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 Company's expectations. The
Company does not undertake a 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 (the "Commission"). Factors that may affect
the plans or results of the Company include, without limitation, (a) the ability
and willingness of Kindred Healthcare, Inc. ("Kindred") and certain of its
affiliates to continue to meet and/or perform their obligations under their
contractual arrangements with the Company and the Company's subsidiaries,
including without limitation the lease agreements and various agreements entered
into by the Company and Kindred at the time of the Company's spin off of Kindred
on May 1, 1998 (the "1998 Spin Off"), as such agreements may have been amended
and restated in connection with Kindred's emergence from bankruptcy on April 20,
2001, (b) the ability and willingness of Kindred to continue to meet and/or
perform its obligation to indemnify and defend the Company for all litigation
and other claims relating to the healthcare operations and other assets and
liabilities transferred to Kindred in the 1998 Spin Off, (c) the ability of
Kindred 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 and
the Company's ability to identify and consummate diversifying acquisitions or
investments ,including the consummation of the acquisition of the remaining [ ]
facilities from affiliates of Brookdate Living Communities, Inc., (e) the nature
and extent of future competition, (f) the extent of future healthcare reform and
regulation, including cost containment measures and changes in reimbursement
policies, procedures and rates, (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) changes in general economic conditions and/or economic conditions in the
markets in which the Company may, from time to time, compete, (k) the ability of
the Company to pay down, refinance, restructure, and/or extend its indebtedness
as it becomes due, (l) the movement of interest rates and the resulting impact
on the value of and the accounting for the Company's interest rate swap
agreement, (m) the ability and willingness of the Company to maintain its
qualification as a REIT due to economic, market, legal, tax or other
considerations, (n) final determination of the Company's taxable net income for
the years ending December 31, 2003 and 2004, (o) the ability and willingness of
the Company's tenants to renew their leases with the Company upon expiration of
the leases and the Company's ability to relet its properties on the same or
better terms in the event such leases expire and are not renewed by the existing
tenants, and (p) the impact on the liquidity, financial condition and results of
operations of Kindred and the Company's other operators resulting from increased
operating costs and uninsured liabilities for professional liability claims, and
the ability of Kindred and the Company's other operators to accurately estimate
the magnitude of such liabilities. Many of such factors are beyond the control
of the Company and its management.
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