Ventas Commences Tender Offer for 3.25% Senior Notes Due 2022
Ventas, Inc. (NYSE: VTR) (“Ventas”) announced today that Ventas Realty, Limited Partnership (“Ventas Realty”) and Ventas Capital Corporation (“Ventas Capital” and, together with Ventas Realty, the “Issuers”), its wholly owned subsidiaries, have commenced a cash tender offer (the “Offer”) for any and all of their outstanding 3.25% Senior Notes due 2022 (CUSIP No. 92276M AZ8) (the “Notes”). The Notes were jointly issued by the Issuers and are fully and unconditionally guaranteed by Ventas.
The Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated the date hereof (the “Offer to Purchase”), and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”). As of the date hereof, $500,000,000 aggregate principal amount of Notes was outstanding.
The tender offer consideration for each $1,000 principal amount of the Notes purchased pursuant to the Offer will be $1,041.40 (the “Tender Offer Consideration”). In order to be eligible to receive the Tender Offer Consideration, holders must either validly tender (and not validly withdraw), or deliver a properly completed and duly executed Notice of Guaranteed Delivery for, their Notes at or before the Expiration Time (as defined below). In addition to the Tender Offer Consideration, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest from the last interest payment date to, but excluding, the Payment Date (as defined in the Offer to Purchase) for the Notes. The Issuers expect the Payment Date to occur on October 2, 2020.
The Offer will expire at 5:00 p.m., New York City time, on September 29, 2020 (such time and date, as it may be extended, the “Expiration Time”), unless extended or earlier terminated by the Issuers. Any Notes tendered may be withdrawn at any time at or before the Expiration Time by following the procedures described in the Offer to Purchase.
The Issuers’ obligation to accept for purchase and to pay for Notes that have been validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver, in the Issuers’ discretion, of certain conditions, which are more fully described in the Offer to Purchase. The complete terms and conditions of the Offer are set forth in the Offer Documents. Holders of the Notes are urged to read the Offer Documents carefully.