Ventas Prices $200 Million of 3 7/8% Convertible Senior Notes Due 2011

Ventas, Inc. (NYSE:
VTR) (the "Company") said today that it has priced a private offering of
$200 million aggregate principal amount of 3 7/8% Convertible Senior Notes
due 2011. The sale of the notes is expected to occur on December 1, 2006.
An additional $30 million aggregate principal amount of notes may be
purchased, at the option of the initial purchasers, within 13 days.
The notes will mature on November 15, 2011 and will be senior,
unsecured obligations, ranking pari passu with all existing and future
senior unsecured indebtedness of the Company. The notes will also be
guaranteed, on a senior unsecured basis, by Ventas Realty, Limited
Partnership and certain of the Company's other direct and indirect
subsidiaries. Interest on the notes will be payable semiannually on May 15
and November 15 of each year, commencing on May 15, 2007.
The Company said it currently intends to use the net proceeds of the
offering to repay indebtedness under its revolving credit facility and for
working capital and other general corporate purposes.
Prior to September 15, 2011, upon the occurrence of specified events,
the notes will be convertible at the option of the holder into cash and, in
certain circumstances, shares of the Company's common stock at an initial
conversion rate of 22.1867 shares per $1,000 principal amount of notes
(which equates to an initial conversion price of approximately $45.07 per
share). On or after September 15, 2011, the notes will be convertible at
any time prior to the second business day prior to maturity at the option
of the holder into cash and, in certain circumstances, shares of the
Company's common stock at the above initial conversion rate. The initial
conversion rate is subject to adjustment in certain circumstances.
The notes will not be redeemable at the option of the Company, except
to preserve the Company's status as a REIT.
If the Company undergoes certain change in control transactions,
holders may require the Company to repurchase all or a portion of their
notes at a purchase price equal to the principal amount of the notes to be
repurchased plus unpaid interest (including additional interest, if any)
accrued to the repurchase date.
On November 27, 2006, the closing sale price of the Company's common
stock as reported on the New York Stock Exchange was $37.56.
The notes will be sold to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). The notes and the shares of the Company's common stock
issuable upon conversion of the notes have not been registered under the
Securities Act, or any state securities laws and may not be offered or sold
in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable state
laws.
This press release is neither an offer to sell nor the solicitation of
an offer to buy any of these securities and shall not constitute an offer,
solicitation or sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
Ventas, Inc. is a leading healthcare real estate investment trust. Its
diverse portfolio of properties located in 43 states includes independent
and assisted living facilities, skilled nursing facilities, hospitals and
medical office buildings. More information about Ventas can be found on its
website at http://www.ventasreit.com .
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, which speak
only as of the date on which they are made.
The Company's actual future results and trends 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
Company's plans or results include without limitation: (a) the ability and
willingness of the Company's operators, tenants, borrowers and other third
parties to meet and/or perform the obligations under their various
contractual arrangements with the Company; (b) the ability and willingness
of Kindred Healthcare, Inc. (together with its subsidiaries, "Kindred"),
Brookdale Living Communities, Inc. (together with its subsidiaries,
"Brookdale") and Alterra Healthcare Corporation (together with its
subsidiaries, "Alterra") to meet and/or perform their obligations to
indemnify, defend and hold the Company harmless from and against various
claims, litigation and liabilities under the Company's respective
contractual arrangements with Kindred, Brookdale and Alterra; (c) the
ability of the Company's operators, tenants and borrowers to maintain the
financial strength and liquidity necessary to satisfy their respective
obligations and liabilities to third parties, including without limitation
obligations under their existing credit facilities; (d) the Company's
success in implementing its business strategy and the Company's ability to
identify, underwrite, finance, consummate and integrate diversifying
acquisitions or investments, including those in different asset types and
outside the United States; (e) the nature and extent of future competition;
(f) the extent of future or pending healthcare reform and regulation,
including cost containment measures and changes in reimbursement policies,
procedures and rates; (g) increases in the Company's cost of borrowing; (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
Company's ability 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 Company's ability and willingness 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, 2006; (o) the ability and
willingness of the Company's tenants to renew their leases with the Company
upon expiration of the leases, including without limitation Kindred's
willingness to renew any or all of its bundles of leased properties
expiring in 2008, 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; (p) year-over-year changes in the Consumer Price
Index and the effect of such changes on the rent escalator for Master Lease
2 with Kindred and the Company's earnings; and (q) the impact on the
liquidity, financial condition and results of operations of the Company's
operators, tenants and borrowers resulting from increased operating costs
and uninsured liabilities for professional liability claims, and the
ability of the Company's operators, tenants and borrowers to accurately
estimate the magnitude of such liabilities. Many of such factors are beyond
the control of the Company and its management.