Ventas Announces Pricing of its Tender Offers for 2.80% Senior Notes Due 2024 and 4.125% Senior Notes Due 2024

Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today the pricing terms of Ventas Canada Finance Limited’s (“Ventas Canada” or the “Issuer”) cash tender offers previously announced on April 3, 2023 (the “Offers”) to purchase outstanding notes of the two series listed in the table below (collectively, the “Notes” and each a “Series” of Notes). The Offers were previously amended to increase the Maximum Aggregate Purchase Price (as defined in the Offer to Purchase of the Issuer dated April 3, 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”)) from Cdn$500 million to Cdn$600 million.

Capitalized terms used in this news release and not defined herein have the meanings given to them in the Offer to Purchase.

The Full Tender Offer Consideration was determined in the manner described in the Offer to Purchase by reference to a fixed spread for each Series of Notes plus the applicable yield (the “Reference Yield”) based on the bid-side price of the applicable Canadian Reference Security, in each case as set forth in the table below. The Reference Yield for each series of Notes (as determined pursuant to the Offer to Purchase) listed in the table below was determined at 10:00 A.M., Toronto Time, on April 20, 2023 by TD Securities Inc., RBC Dominion Securities Inc. and Scotia Capital Inc. (collectively, the “Dealer Managers”).

In addition, Holders of Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Time and that are accepted for purchase will receive accrued and unpaid interest from, and including, the last interest payment date for the applicable Series of Notes to, but not including, the Early Settlement Date, which is currently expected to be April 24, 2023.

The aggregate purchase price being paid for all Notes being purchased in the Offers is subject to the application of the Maximum Aggregate Purchase Price and proration as described in the Offer to Purchase. Because the aggregate purchase price of the Notes validly tendered and not validly withdrawn as of the Early Tender Time exceeds the Maximum Aggregate Purchase Price, Ventas Canada expects to accept for purchase on the Early Settlement Date (i) all 2.80% Senior Notes, Series E due 2024 validly tendered and not validly withdrawn as of the Early Tender Time, and (ii) a pro rata amount of the 4.125% Senior Notes, Series B due 2024 validly tendered and not validly withdrawn as of the Early Tender Time using a pro ration factor of approximately 45.2% and rounded down to the nearest $1,000.