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Ventas Announces Pricing of Senior Notes Offering

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Ventas, Inc. (NYSE: VTR) has announced that its subsidiary, Ventas Realty, Partnership, has priced a $550 million public offering of 5.000% Senior Notes due 2035. The notes, priced at 99.647% of the principal amount, will be senior unsecured obligations guaranteed by Ventas. The offering is expected to close on September 9, 2024, subject to customary conditions.

Ventas intends to use the proceeds for general corporate purposes, including potential repayment of other debts like the 2.650% Senior Notes due 2025. Wells Fargo Securities, MUFG Securities Americas, PNC Capital Markets, and Truist Securities are acting as joint book-running managers for the offering.

Ventas, Inc. (NYSE: VTR) ha annunciato che la sua controllata, Ventas Realty, Partnership, ha prezzo un'offerta pubblica di 550 milioni di dollari in Note Senior al 5.000% in scadenza nel 2035. Le note, prezzo al 99,647% dell'importo principale, saranno obbligazioni senior non garantite con garanzia di Ventas. Si prevede che l'offerta si chiuda il 9 Settembre 2024, soggetta a condizioni consuete.

Ventas intende utilizzare il ricavato per scopi aziendali generali, inclusa la potenziale restituzione di altri debiti come le Note Senior al 2.650% in scadenza nel 2025. Wells Fargo Securities, MUFG Securities Americas, PNC Capital Markets e Truist Securities agiscono come gestori congiunti dell'offerta.

Ventas, Inc. (NYSE: VTR) ha anunciado que su subsidiaria, Ventas Realty, Partnership, ha fijado un precio para una oferta pública de 550 millones de dólares en Notas Senior al 5.000% con vencimiento en 2035. Las notas, con un precio del 99.647% del monto principal, serán obligaciones senior no garantizadas garantizadas por Ventas. Se espera que la oferta se cierre el 9 de septiembre de 2024, sujeto a condiciones habituales.

Ventas tiene la intención de utilizar los ingresos para fines corporativos generales, incluida la posible reembolsación de otras deudas como las Notas Senior al 2.650% que vencen en 2025. Wells Fargo Securities, MUFG Securities Americas, PNC Capital Markets y Truist Securities actuarán como administradores conjuntos de la oferta.

Ventas, Inc. (NYSE: VTR)는 자회사 Ventas Realty, Partnership가 5.000% Senior Notes를 2035년 만기로 5억 5천만 달러의 공모를 가격 설정했다고 발표했습니다. 이 노트는 원금의 99.647%에 가격이 책정되며, Ventas의 보증이 있는 비담보 선순위 의무입니다. 이 공모는 2024년 9월 9일에 종료될 것으로 예상되며, 일반적인 조건이 필요합니다.

Ventas는 일반 기업 목적을 위해 수익금을 사용할 계획이며, 2025년 만기인 2.650% Senior Notes와 같은 다른 채무의 상환 가능성도 포함됩니다. Wells Fargo Securities, MUFG Securities Americas, PNC Capital Markets 및 Truist Securities가 이 공모의 공동 북매니저로 활동하고 있습니다.

Ventas, Inc. (NYSE: VTR) a annoncé que sa filiale, Ventas Realty, Partnership, a fixé le prix d'une offre publique de 550 millions de dollars en Obligations Senior à 5.000% échéance en 2035. Les obligations, qui sont fixées à 99,647% du montant principal, seront des obligations senior non garanties garanties par Ventas. L'offre devrait se clôturer le 9 septembre 2024, sous réserve de conditions habituelles.

Ventas prévoit d'utiliser les produits pour des fins générales d'entreprise, y compris le remboursement potentiel d'autres dettes telles que les Obligations Senior à 2.650% échues en 2025. Wells Fargo Securities, MUFG Securities Americas, PNC Capital Markets et Truist Securities agissent en tant que gestionnaires de livre conjoints pour l'offre.

Ventas, Inc. (NYSE: VTR) hat angekündigt, dass ihre Tochtergesellschaft, Ventas Realty, Partnership, ein öffentliches Angebot von 550 Millionen US-Dollar an 5.000% Senior Notes mit Fälligkeit 2035 festgelegt hat. Die Anleihen, die zu 99,647% des Nennbetrags preisgegeben wurden, sind unbesicherte Senior-Verbindlichkeiten, die von Ventas garantiert werden. Es wird erwartet, dass das Angebot am 9. September 2024 abgeschlossen wird, vorbehaltlich üblicher Bedingungen.

Ventas beabsichtigt, die Erlöse für allgemeine Unternehmenszwecke zu verwenden, einschließlich der möglichen Rückzahlung anderer Schulden wie der 2.650% Senior Notes mit Fälligkeit 2025. Wells Fargo Securities, MUFG Securities Americas, PNC Capital Markets und Truist Securities fungieren als gemeinsame Buchführer für das Angebot.

Positive
  • Successful pricing of $550 million in Senior Notes
  • 5.000% interest rate secured for long-term debt maturing in 2035
  • Potential to repay existing debt, improving financial flexibility
Negative
  • Increase in long-term debt obligations
  • Slightly discounted issue price at 99.647% of principal amount

Insights

Ventas' $550 million senior notes offering at a 5.000% interest rate is a strategic move to optimize its capital structure. The 15-year maturity provides long-term stability, while the proceeds will likely be used to refinance existing debt, particularly the 2.650% Senior Notes due 2025. This proactive approach to debt management could result in interest expense savings, given the current rate environment. However, investors should note the slight discount on the issue price at 99.647%, which may impact the effective yield. The offering's success will depend on market reception and could influence Ventas' future borrowing costs and financial flexibility.

This debt offering by Ventas, a major player in healthcare REITs, reflects broader market trends. With interest rates potentially peaking, companies are seizing opportunities to lock in long-term financing. The 5.000% coupon rate is competitive in the current environment, especially for a 15-year term. Investor appetite for this offering could serve as a barometer for the REIT sector's perceived stability and growth prospects. The involvement of multiple prominent underwriters (Wells Fargo, MUFG, PNC and Truist) suggests strong institutional interest. This offering may set a benchmark for similar healthcare REIT debt issuances in the near future.

CHICAGO--(BUSINESS WIRE)-- Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today that its wholly owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), has priced an underwritten public offering of $550 million aggregate principal amount of 5.000% Senior Notes due 2035 (the “Notes”) at an issue price equal to 99.647% of the principal amount of the Notes. The Notes will be senior unsecured obligations of Ventas Realty and will be fully and unconditionally guaranteed by the Company and will mature on January 15, 2035. The sale of the Notes is expected to close on September 9, 2024, subject to the satisfaction of customary closing conditions.

The Company intends to use the proceeds from the offering of the Notes for general corporate purposes, which may include repayment of other indebtedness (such as Ventas Realty’s 2.650% Senior Notes due 2025), or any other general corporate purposes the Company may deem necessary or advisable, and to pay fees and expenses related to the offering of the Notes.

Wells Fargo Securities, LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC and Truist Securities, Inc. are acting as joint book-running managers for the offering of the Notes.

The Company and Ventas Realty have filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (the “SEC”) for the offering of the Notes to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the accompanying prospectus in that registration statement and the other documents the Company and Ventas Realty have filed with the SEC for more complete information about the Company, Ventas Realty and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Company, Ventas Realty, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and the accompanying prospectus if you request it by contacting: Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attention: WFS Customer Service or by calling toll free at 1-800-645-3751 or by emailing: wfscustomerservice@wellsfargo.com; MUFG Securities Americas Inc., toll free at 1-877-649-6848; PNC Capital Markets LLC, toll-free at 855-881-0697 or by email: pnccmprospectus@pnc.com; or Truist Securities, Inc. at 1-800-685-4786.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Ventas

Ventas, Inc. (NYSE: VTR) is a leading S&P 500 real estate investment trust enabling exceptional environments that benefit a large and growing aging population. With approximately 1,350 properties in North America and the United Kingdom, Ventas occupies an essential role in the longevity economy. The Company’s growth is fueled by its approximately 800 senior housing communities, which provide valuable services to residents and enable them to thrive in supported environments. The Ventas portfolio also includes outpatient medical buildings, research centers and healthcare facilities. The Company aims to deliver outsized performance by leveraging its unmatched operational expertise, data-driven insights from its Ventas OITM platform, extensive relationships and strong financial position. Ventas’s seasoned team of talented professionals shares a commitment to excellence, integrity and a common purpose of helping people live longer, healthier, happier lives.

Safe Harbor Statement

This press release of Ventas, Inc. (the “Company,” “we,” “us,” “our” and similar terms) includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “assume,” “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “opportunity,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.

Forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. We urge you to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and in our filings with the SEC, such as in the sections titled “Cautionary Statements — Summary Risk Factors,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 and our subsequent Quarterly Reports on Form 10-Q.

Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our completed or anticipated acquisitions and investments; (b) our exposure and the exposure of our tenants, managers and borrowers to complex healthcare and other regulation, including evolving laws and regulations regarding data privacy and cybersecurity and environmental matters, and the challenges and expense associated with complying with such regulation; (c) the potential for significant general and commercial claims, legal actions, investigations, regulatory proceedings and enforcement actions that could subject us or our tenants, managers or borrowers to increased operating costs, uninsured liabilities, including fines and other penalties, reputational harm or significant operational limitations, including the loss or suspension of or moratoriums on accreditations, licenses or certificates of need, suspension of or nonpayment for new admissions, denial of reimbursement, suspension, decertification or exclusion from federal, state or foreign healthcare programs or the closure of facilities or communities; (d) the impact of market and general economic conditions on us, our tenants, managers and borrowers and in areas in which our properties are geographically concentrated, including macroeconomic trends and financial market events, such as bank failures and other events affecting financial institutions, market volatility, increases in inflation, changes in or elevated interest and exchange rates, tightening of lending standards and reduced availability of credit or capital, geopolitical conditions, supply chain pressures, rising labor costs and historically low unemployment, events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets, labor markets and public and private capital markets; (e) our reliance and the reliance of our tenants, managers and borrowers on the financial, credit and capital markets and the risk that those markets may be disrupted or become constrained; (f) the implementation and impact of regulations related to the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and other stimulus legislation, including the risk that some or all of the CARES Act or other COVID-19 relief payments we or our tenants, managers or borrowers received could be recouped; (g) our ability, and the ability of our tenants, managers and borrowers, to navigate the trends impacting our or their businesses and the industries in which we or they operate, and the financial condition or business prospect of our tenants, managers and borrowers; (h) the risk of bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors which may, among other things, have an adverse impact on the ability of such parties to make payments or meet their other obligations to us, which could have an adverse impact on our results of operations and financial condition; (i) the risk that the borrowers under our loans or other investments default or that, to the extent we are able to foreclose or otherwise acquire the collateral securing our loans or other investments, we will be required to incur additional expense or indebtedness in connection therewith, that the assets will underperform expectations or that we may not be able to subsequently dispose of all or part of such assets on favorable terms; (j) our current and future amount of outstanding indebtedness, and our ability to access capital and to incur additional debt which is subject to our compliance with covenants in instruments governing our and our subsidiaries’ existing indebtedness; (k) risks related to the recognition of reserves, allowances, credit losses or impairment charges which are inherently uncertain and may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets, which could have an adverse impact on our results of operations and financial condition; (l) the risk that our leases or management agreement are not renewed or are renewed on less favorable terms, that our tenants or managers default under those agreements or that we are unable to replace tenants or managers on a timely basis or on favorable terms, if at all; (m) our ability to identify and consummate future investments in, or dispositions of, healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles, joint ventures and minority interests, including our ability to dispose of such assets on favorable terms as a result of rights of first offer or rights of first refusal in favor of third parties; (n) risks related to development, redevelopment and construction projects, including costs associated with inflation, rising or elevated interest rates, labor conditions and supply chain pressures, and risks related to increased construction and development in markets in which our properties are located, including adverse effect on our future occupancy rates; (o) our ability to attract and retain talented employees; (p) the limitations and significant requirements imposed upon our business as a result of our status as a real estate investment trust (“REIT”) and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply with such requirements; (q) the ownership limits contained in our certificate of incorporation with respect to our capital stock in order to preserve our qualification as a REIT, which may delay, defer or prevent a change of control of our company; (r) the risk of changes in healthcare law or regulation or in tax laws, guidance and interpretations, particularly as applied to REITs, that could adversely affect us or our tenants, managers or borrowers; (s) increases in our borrowing costs as a result of becoming more leveraged, including in connection with acquisitions or other investment activity and rising or elevated interest rates; (t) our reliance on third-party managers and tenants to operate or exert substantial control over properties they manage for, or rent from, us, which limits our control and influence over such operations and results; (u) our exposure to various operational risks, liabilities and claims from our operating assets; (v) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (w) our exposure to particular risks due to our specific asset classes and operating markets, such as adverse changes affecting our specific asset classes and the real estate industry, the competitiveness or financial viability of hospitals on or near the campuses where our outpatient medical buildings are located, our relationships with universities, the level of expense and uncertainty of our research tenants, and the limitation of our uses of some properties we own that are subject to ground lease, air rights or other restrictive agreements; (x) the risk of damage to our reputation; (y) the availability, adequacy and pricing of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (z) the risk of exposure to unknown liabilities from our investments in properties or businesses; (aa) the occurrence of cybersecurity threats and incidents that could disrupt our or our tenants’, managers’ or borrower’s operations, result in the loss of confidential or personal information or damage our business relationships and reputation; (bb) the failure to maintain effective internal controls, which could harm our business, results of operations and financial condition; (cc) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, managers or borrowers; (dd) disruptions to the management and operations of our business and the uncertainties caused by activist investors; (ee) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change; (ff) the risk of potential dilution resulting from future sales or issuances of our equity securities; and (gg) the other factors set forth in our periodic filings with the SEC.

Ventas, Inc.

BJ Grant

(877) 4-VENTAS

Source: Ventas, Inc.

FAQ

What is the size and interest rate of Ventas' (VTR) new Senior Notes offering?

Ventas (VTR) has priced a $550 million offering of 5.000% Senior Notes due 2035.

When is the expected closing date for Ventas' (VTR) Senior Notes offering?

The Senior Notes offering is expected to close on September 9, 2024, subject to customary closing conditions.

How does Ventas (VTR) plan to use the proceeds from the Senior Notes offering?

Ventas (VTR) intends to use the proceeds for general corporate purposes, which may include repaying other debts such as the 2.650% Senior Notes due 2025.

Who are the joint book-running managers for Ventas' (VTR) Senior Notes offering?

The joint book-running managers are Wells Fargo Securities, MUFG Securities Americas, PNC Capital Markets, and Truist Securities.

Ventas, Inc.

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