Ventas Announces Pricing of Senior Notes Offering

CHICAGO–(BUSINESS WIRE)–Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today
that it has priced a public offering of $400 million aggregate principal
amount of 3.125% Senior Notes due 2023 (the “Notes”) at 99.343% of the
principal amount. The Notes are being issued by the Company’s operating
partnership, Ventas Realty, Limited Partnership (“Ventas Realty”), and
will be guaranteed, on a senior unsecured basis, by the Company. The
sale of the Notes is expected to close on June 2, 2016, subject to
customary closing conditions.

The Company expects to use the net proceeds from the offering, together
with cash on hand and/or borrowings under the Company’s unsecured
revolving credit facility, to purchase Ventas Realty’s 1.55% Senior
Notes due 2016 pursuant to a cash tender offer for any and all of such
notes (the “Tender Offer”) that Ventas Realty commenced today, and for
other corporate purposes. The consummation of the offering of the Notes
is not conditioned on the completion of the Tender Offer.

Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, Citigroup Global
Markets Inc. and Jefferies LLC acted as joint book-running managers for
the offering of the Notes.

The Notes are being offered pursuant to the Company’s existing shelf
registration statement, which became automatically effective upon filing
with the Securities and Exchange Commission. A prospectus supplement and
accompanying prospectus describing the terms of the offering will be
filed with the Securities and Exchange Commission. When available,
copies of the prospectus supplement and the accompanying prospectus may
be obtained from: Wells Fargo Securities, LLC, 608 2nd Avenue South,
Suite 1000, Minneapolis, MN 55402, Attention: WFS Customer Service, by
telephone at 1-800-645-3751 or by email at wfscustomerservice@wellsfargo.com;
Morgan Stanley & Co. LLC, 180 Varick Street, New York, NY 10014,
Attention: Prospectus Department, by telephone at 1-866-718-1649 or by
email at prospectus@morganstanley.com;
Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, by telephone at 1-800-831-9146
or by email at prospectus@citi.com;
or Jefferies LLC, 520 Madison Avenue, 3rd Floor, New York, NY 10022, or
by telephone at 1-877-877-0696.

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.

Ventas, Inc., an S&P 500 company, is a leading real estate investment
trust. Its diverse portfolio of approximately 1,300 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, skilled nursing facilities,
specialty hospitals and general acute care hospitals. Through its
Lillibridge subsidiary, Ventas provides management, leasing, marketing,
facility development and advisory services to highly rated hospitals and
health systems throughout the United States.

This press release 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.
All
statements regarding the Company’s or its tenants’, operators’,
borrowers’ or managers’ expected future financial condition, results of
operations, cash flows, funds from operations, dividends and dividend
plans, financing opportunities and plans, capital markets transactions,
business strategy, budgets, projected costs, operating metrics, capital
expenditures, competitive positions, acquisitions, investment
opportunities, dispositions, merger or acquisition integration, growth
opportunities, expected lease income, continued qualification as a real
estate investment trust (“REIT”), plans and objectives of management for
future operations and statements that include words such as
“anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,”
“may,” “could,” “should,” “will” and other similar expressions are
forward-looking statements.
These forward-looking statements are
inherently uncertain, and actual results may differ from the Company’s
expectations.
The Company does not undertake a duty to update
these forward-looking statements, which speak only as of the date on
which they are made.

The Company’s actual future results and trends may differ materially
from expectations depending on a variety of factors discussed in the
Company’s filings with the Securities and Exchange Commission.
These
factors include without limitation: (a) the ability and willingness of
the Company’s tenants, operators, borrowers, managers and other third
parties to satisfy their obligations under their respective contractual
arrangements with the Company, including, in some cases, their
obligations to indemnify, defend and hold harmless the Company from and
against various claims, litigation and liabilities; (b) the ability of
the Company’s tenants, operators, borrowers and managers to maintain the
financial strength and liquidity necessary to satisfy their respective
obligations and liabilities to third parties, including without
limitation obligations under their existing credit facilities and other
indebtedness; (c) the Company’s success in implementing its business
strategy and the Company’s ability to identify, underwrite, finance,
consummate and integrate diversifying acquisitions and investments; (d)
macroeconomic conditions such as a disruption of or lack of access to
the capital markets, changes in the debt rating on U.S. government
securities, default or delay in payment by the United States of its
obligations, and changes in the federal or state budgets resulting in
the reduction or nonpayment of Medicare or Medicaid reimbursement rates;
(e) the nature and extent of future competition, including new
construction in the markets in which the Company’s seniors housing
communities and medical office buildings (“MOBs”)
are located;
(f) the extent of future or pending healthcare reform and regulation,
including cost containment measures and changes in reimbursement
policies, procedures and rates; (g) increases in the Company’s borrowing
costs as a result of changes in interest rates and other factors; (h)
the ability of the Company’s tenants, operators and managers, as
applicable, to comply with laws, rules and regulations in the operation
of the Company’s properties, to deliver high-quality services, to
attract and retain qualified personnel and to attract residents and
patients; (i) changes in general economic conditions or economic
conditions in the markets in which the Company may, from time to time,
compete, and the effect of those changes on the Company’s revenues,
earnings and funding sources; (j) the Company’s ability to pay down,
refinance, restructure or extend its indebtedness as it becomes due; (k)
the Company’s ability and willingness to maintain its qualification as a
REIT in light of economic, market, legal, tax and other considerations;
(l) final determination of the Company’s taxable net income for the year
ended December 31, 2015 and for the year ending December 31, 2016; (m)
the ability and willingness of the Company’s tenants to renew their
leases with the Company upon expiration of the leases, the Company’s
ability to reposition its properties on the same or better terms in the
event of nonrenewal or in the event the Company exercises its right to
replace an existing tenant, and obligations, including indemnification
obligations, the Company may incur in connection with the replacement of
an existing tenant; (n) risks associated with the Company’s senior
living operating portfolio, such as factors that can cause volatility in
the Company’s operating income and earnings generated by those
properties, including without limitation national and regional economic
conditions, development of new, competing properties, costs of food,
materials, energy, labor and services, employee benefit costs, insurance
costs and professional and general liability claims, and the timely
delivery of accurate property-level financial results for those
properties; (o) changes in exchange rates for any foreign currency in
which the Company may, from time to time, conduct business; (p)
year-over-year changes in the Consumer Price Index or the UK Retail
Price Index and the effect of those changes on the rent escalators
contained in the Company’s leases and on the Company’s earnings; (q) the
Company’s ability and the ability of its tenants, operators, borrowers
and managers to obtain and maintain adequate property, liability and
other insurance from reputable, financially stable providers; (r) the
impact of increased operating costs and uninsured professional liability
claims on the Company’s liquidity, financial condition and results of
operations or that of the Company’s tenants, operators, borrowers and
managers, and the ability of the Company and the Company’s tenants,
operators, borrowers and managers to accurately estimate the magnitude
of those claims; (s) risks associated with the Company’s MOB portfolio
and operations, including the Company’s ability to successfully design,
develop and manage MOBs and to retain key personnel; (t) the ability of
the hospitals on or near whose campuses the Company’s MOBs are located
and their affiliated health systems to remain competitive and
financially viable and to attract physicians and physician groups; (u)
risks associated with the Company’s investments in joint ventures and
unconsolidated entities, including its lack of sole decision-making
authority and its reliance on its joint venture partners’ financial
condition; (v) the impact of market or issuer events on the liquidity or
value of the Company’s investments in marketable securities; (w)
consolidation in the seniors housing and healthcare industries resulting
in a change of control of, or a competitor’s investment in, one or more
of the Company’s tenants, operators, borrowers or managers or
significant changes in the senior management of the Company’s tenants,
operators, borrowers or managers; (x) the impact of litigation or any
financial, accounting, legal or regulatory issues that may affect the
Company or its tenants, operators, borrowers or managers; and (y)
changes in accounting principles, or their application or
interpretation, and the Company’s ability to make estimates and the
assumptions underlying the estimates, which could have an effect on the
Company’s earnings.

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Contacts

Ventas, Inc.
Ryan Shannon
(877) 4-VENTAS