Ventas Realty, Limited Partnership Announces Upsize and Pricing of $750 Million of Exchangeable Senior Notes

Ventas Realty, Limited Partnership (“Ventas Realty”), a wholly-owned subsidiary of Ventas, Inc. (“Ventas”) (NYSE: VTR), announced today the pricing of $750 million aggregate principal amount of its 3.75% Exchangeable Senior Notes due 2026 (the “notes”) in a private placement (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering was upsized from the previously announced offering of $500 million aggregate principal amount of notes. Ventas Realty also granted the initial purchasers of the notes an option to purchase, during a 13-day period beginning on, and including, the first date on which the notes are issued, up to an additional $112.5 million aggregate principal amount of notes. The sale of the notes to the initial purchasers is expected to settle on June 13, 2023, subject to customary closing conditions, and is expected to result in approximately $734 million in net proceeds to Ventas Realty after deducting the initial purchasers’ discount but before deducting estimated offering expenses payable by Ventas Realty (assuming no exercise of the initial purchasers’ option to purchase additional notes).

The notes will be senior, unsecured obligations of Ventas Realty and will be fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Ventas. The notes will bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023. The notes will mature on June 1, 2026, unless earlier exchanged, redeemed or repurchased.

The notes will be exchangeable at an initial exchange rate of 18.2460 shares of Ventas’ common stock (the “common stock”) per $1,000 principal amount of notes (equivalent to an initial exchange price of approximately $54.81 per share of common stock, which represents an exchange premium of approximately 22.50% to the last reported sale price of $44.74 per share of common stock on the New York Stock Exchange on June 8, 2023). Upon exchange of the notes, Ventas Realty will pay cash up to the aggregate principal amount of the notes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at Ventas Realty’s election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the notes being exchanged. Prior to the close of business on the business day immediately preceding March 1, 2026, noteholders may exchange their notes at their option only upon the satisfaction of specified conditions and during certain periods. On or after March 1, 2026, until the close of business on the business day immediately preceding the maturity date, noteholders may exchange all or any portion of their notes at any time, regardless of these conditions or periods.