Ventas Realty, Limited Partnership Announces Upsize and Pricing of $750 Million of Exchangeable Senior Notes - Seite 2

Ventas Realty may redeem for cash all or any portion of the notes, if Ventas’ board of directors (or a committee thereof) determines such redemption is necessary to preserve Ventas’ status as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. Ventas Realty may not otherwise redeem the notes prior to the maturity date. The redemption price for any note called for redemption will be equal to 100% of the principal amount of such note, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes.

Subject to certain conditions, holders of the notes will have the right to require Ventas Realty to repurchase all or a portion of their notes upon the occurrence of a fundamental change (as defined in the indenture that will govern the notes) at a repurchase price of 100% of their principal amount plus any accrued and unpaid interest to, but excluding, the repurchase date. Following certain corporate events or if Ventas Realty calls any notes for redemption, Ventas Realty will, under certain circumstances, increase the exchange rate for noteholders who elect to exchange their notes in connection with any such corporate event or exchange their notes called for redemption.

Ventas Realty intends to use the net proceeds from the offering for the repayment of its commercial paper notes and for general corporate purposes, including the redemption or repayment of other indebtedness.

The notes are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The notes, the guarantee, and the shares of common stock deliverable upon exchange of the notes, if any, have not been, nor will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Ventas

Ventas, Inc., an S&P 500 company, operates at the intersection of two large and dynamic industries – healthcare and real estate. Fueled by powerful demographic demand from growth in the aging population, Ventas owns a diversified portfolio of over 1,200 properties in the United States, Canada, and the United Kingdom. Ventas uses the power of its capital to unlock the value of senior living communities; life science, research & innovation properties; medical office & outpatient facilities, hospitals and other healthcare real estate. A globally-recognized real estate investment trust, Ventas follows a successful long-term strategy, proven over more than 20 years, built on diversification of property types, capital sources and industry leading partners, financial strength and flexibility, consistent and reliable growth and industry leading ESG achievements, managed by a collaborative and experienced team dedicated to its stakeholders.