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):
January 29, 2004
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 (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10350 Ormsby Park Place, Suite 300, Louisville, Kentucky 40223
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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 January 29, 2004, Ventas, Inc. (the "Company") entered into 14
definitive purchase agreements (each, a "Purchase Agreement") with certain
affiliates of Brookdale Living Communities, Inc. to purchase (each such
purchase, an "Acquisition") a total of 14 independent living or assisted living
facilities (each, a "Facility") for an aggregate purchase price of $115 million.
The Facilities are located in ten states and contain approximately 2,000 units.
The Company expects to fund the Acquisitions by assuming an aggregate of
approximately $41 million of non-recourse property level debt on certain of the
Facilities, with the balance to be paid from cash on hand and/or draws on the
Company's revolving credit facility. The property level debt encumbers seven of
the Facilities.
Also on January 29, 2004, the Company completed the Acquisitions of four
Facilities for an aggregate purchase price of $37 million. The consummation of
the Acquisitions of the remaining ten Facilities is expected to be completed
shortly, subject to customary closing conditions. However, the consummation of
each such Acquisition is not conditioned upon the consummation of any other such
Acquisition and there can be no assurance which, if any, of such remaining
Acquisitions will be consummated or when they be consummated.
FORWARD-LOOKING STATEMENTS
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 the Company's and its subsidiaries' expected future financial
position, results of operations, cash flows, FFO, 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," "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. 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, consummate and
integrate diversifying acquisitions or investments, (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 year ending December
31, 2003, (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.
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: February 10, 2004
By: /s/ T. Richard Riney
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Name: T. Richard Riney
Title: Executive Vice President and
General Counsel