SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 17, 2002
VENTAS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-10989 61-1055020
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
4360 Brownsboro Road, Suite 115, Louisville, Kentucky 40207-1642
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(Address of principal executive offices) (Zip Code)
(502) 357-9000
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(Registrant's telephone number, including area code)
Item 5. Other Events.
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On April 17, 2002, Ventas, Inc. ("Ventas" or the "Company") announced that
it had completed an offering of $175 million of 8-3/4% Senior Notes due 2009 and
$225 million of 9% Senior Notes due 2012 issued by its operating partnership,
Ventas Realty, Limited Partnership, and a wholly-owned subsidiary formed in
connection with the offering.
Ventas also announced that Ventas Realty, Limited Partnership concurrently
closed its new $350 million secured credit facility.
Ventas also announced that these refinancing transactions should be
accretive to FFO on an annualized basis by approximately $0.06 per share.
Accordingly, Ventas said it expects to report normalized FFO of $1.28 to $1.30
per share for 2002, excluding any gains or losses (including those associated
with the partial termination of the Company's interest rate swap agreement). The
Company may, from time to time, update its publicly announced FFO guidance, but
it is not obligated to do so.
The Company's FFO guidance is based on a number of assumptions, including,
but not limited to, the following: Kindred Healthcare, Inc. (Ventas's principal
tenant) ("Kindred") performs its obligations under the five Amended Master
Leases covering 210 nursing homes and 44 hospitals and various other agreements
between the companies; the Company's other tenants perform their obligations
under their leases with the Company; no additional dispositions of Kindred stock
occur; no capital transactions, acquisitions or divestitures occur; Ventas's tax
and accounting positions do not change; the Company's issued outstanding and
diluted shares do not change; and Ventas does not incur any impact from
Accounting Rule FASB 133 relating to derivatives.
Ventas also announced that it will release its first quarter earnings on
May 9, 2002. A conference call to discuss those earnings will be held that
morning at 10:00 a.m. Eastern Time (9:00 a.m. Central Time.) The call will be
webcast live by CCBN and can be accessed via the Ventas web site at
www.ventasreit.com or www.companyboardroom.com.
A copy of a press release issued by the Company on April 17, 2002 is
included as exhibit 99.1 to this filing and is incorporated herein by reference.
This Current Report on Form 8-K 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 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 stockholders 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 and certain of its affiliates to continue to meet
and/or honor its obligations under its contractual arrangements with the Company
and the Company's subsidiaries, including without limitation the lease
agreements and various agreements (the "Spin 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
honor its 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 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, (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) 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 the Company's interest rate swap
agreements and the ability of the Company to satisfy its obligation to post cash
collateral if required to do so under one of these interest rate swap
agreements, (m) the ability and willingness of Atria, Inc. ("Atria") to continue
to meet and honor its contractual arrangements with the Company and Ventas
Realty, Limited Partnership entered into in connection with the Company's
spin-off of its assisted living operations and related assets and liabilities to
Atria in August 1996, (n) the ability and willingness of the Company to maintain
its qualification as a REIT due to economic, market, legal, tax or other
considerations, including without limitation, the risk that the Company may fail
to qualify as a REIT due to its ownership of Kindred common stock, (o) the
outcome of the audit being conducted by the Internal Revenue Service for the
Company's tax years ended December 31, 1997 and 1998, (p) final determination of
the Company's taxable net income for the year ended December 31, 2001, (q) 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 (r)
the value of the Company's common stock in Kindred and the limitations on the
ability of the Company to sell, transfer or otherwise dispose of its common
stock in Kindred arising out of the securities laws and the registration rights
agreement the Company entered into with Kindred and certain of the holders of
the Kindred common stock. Many of such factors are beyond the control of the
Company and its management.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits:
99.1 Press Release dated April 17, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VENTAS, INC.
(Registrant)
Date: April 18, 2002
By: /s/ T. Richard Riney
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Name: T. Richard Riney
Title: Executive Vice President and
General Counsel
EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated April 17, 2002.