CHICAGO, March 14, 2012 /PRNewswire/ --Aviv REIT, Inc. ("Aviv" or the "Company") announced today the pricing of $100 million aggregate principal amount of its 7 3/4% Senior Notes due 2019. The size of the offering was increased by $25 million aggregate principal amount of notes subsequent to the initial announcement of the proposed offering. The notes will be issued at a price equal to 101% of their face value before the initial purchasers' discount. The notes offered will be unsecured senior obligations of Aviv and of the same series as Aviv's existing $300 million aggregate principal amount of 7 3/4% Senior Notes due 2019. The offering is expected to close on March 28, 2012 subject to customary closing conditions.
The notes will be guaranteed by each of the Company's subsidiaries that guarantee the Company's existing notes, mortgage term loan, acquisition credit line and revolving credit facilities. The notes will be offered in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The notes will be offered only to qualified institutional buyers pursuant to Rule 144A and to certain persons outside of the United States pursuant to Regulation S, each under the Securities Act.
The Company intends to use the net proceeds of the offering to repay certain secured mortgage indebtedness, and additional indebtedness incurred after December 31, 2011 under its acquisition credit line and one of its revolving credit facilities.
The notes to be issued in the offering have not been registered under the Securities Act, or any applicable state laws. Accordingly, the notes may not be offered or sold within the U.S. or to U.S. persons without registration or an applicable exemption under the Securities Act and applicable state securities laws.
In connection with the offering of the notes, the Company will agree to file a registration statement with the Securities and Exchange Commission relating to an offer to exchange the notes for publicly tradeable notes having substantially identical terms in accordance with published SEC interpretations.
This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom, such an offer, solicitation or sale would be unlawful.
About Aviv
Aviv is one of the largest owners of skilled nursing and other healthcare properties in the United States. As of December 31, 2011, the Company's portfolio consisted of 225 properties which are triple-net leased to 35 operators in 26 states.
Forward-Looking Statements
This press release may include forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "intends," "continue" or similar terminology. These forward-looking statements are made based on our current expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. These uncertainties include, but are not limited to, uncertainties relating to the operations of our tenants, including those relating to reimbursement by government and other third-party payors, compliance with regulatory requirements and occupancy levels, regulatory, reimbursement and other changes in the healthcare industry, the performance and reputation of our tenants, our ability to successfully engage in strategic acquisitions and investments, the effect of general market, economic and political conditions, the availability and cost of capital, changes in tax laws and regulations affecting REITs and our ability to maintain our status as a REIT. Important factors that could cause actual results to differ materially from our expectations include those disclosed under "Risk Factors" and elsewhere in filings made by Aviv REIT, Inc. and Aviv Healthcare Properties Limited Partnership with the Securities and Exchange Commission.
SOURCE Aviv REIT, Inc.
