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):
November 5, 2003
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 November 5, 2003, Ventas Realty, Limited Partnership, a wholly owned
subsidiary of Ventas, Inc. (the "Company"), entered into an Agreement for Sale
of Real Estate and Master Lease Amendments (the "Sale Agreement") with Kindred
Healthcare, Inc. ("Kindred"), the Company's primary tenant, and Kindred
Healthcare Operating, Inc. The Sale Agreement covers ten of the Company's
facilities (the "Facilities"), which are currently leased and operated by
Kindred.
The Facilities consist of two hospitals located in Minnesota and Michigan,
and eight skilled nursing facilities located in Kentucky, Massachusetts,
Connecticut and Wisconsin. The hospitals contain 332 beds and the skilled
nursing facilities contain 1,081 beds.
The total consideration payable by Kindred to Company under the Sale
Agreement is $85 million, consisting of a purchase price of $79 million and a
lease termination fee of $6 million. Current annual rent on the Facilities is
approximately $5 million.
The purchase price and lease termination fee will be payable in cash, at
closing, which is expected to occur by December 31, 2003. The transaction is
subject to approval by Kindred's lenders and other closing conditions. There can
be no assurance as to if or when the transaction will close.
The description of the Sale Agreement contained in this Current Report on
Form 8-K is qualified in its entirety by reference to the Sale Agreement, which
is incorporated herein by reference to Exhibit 99.1 to this Current Report on
Form 8-K.
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 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 ("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. 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, (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 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: November 10, 2003
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 Agreement for Sale of Real Estate and Master Lease
Amendments between Ventas Realty, Limited
Partnership and Kindred Healthcare, Inc. and
Kindred Healthcare Operating, Inc., dated November
5, 2003.