Issuer Free Writing Prospectus filed pursuant to Rule 433
supplementing the Preliminary Prospectus Supplement dated
June 24, 2019 and the Prospectus dated February 13, 2018
Registration Nos. 333-222998 and 333-222998-01
VENTAS REALTY, LIMITED PARTNERSHIP
Fully and unconditionally guaranteed by Ventas, Inc.
Terms applicable to
$450,000,000 2.650% Senior Notes due 2025
Issuer: |
| Ventas Realty, Limited Partnership |
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Guarantor: |
| Ventas, Inc. |
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Aggregate Principal Amount: |
| $450,000,000 |
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Final Maturity Date: |
| January 15, 2025 |
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Public Offering Price: |
| 99.454% of the principal amount |
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Coupon: |
| 2.650% |
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Yield to Maturity: |
| 2.757% |
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Benchmark Treasury: |
| 2.00% due May 31, 2024 |
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Benchmark Treasury Price / Yield: |
| 101-04+ / 1.757% |
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Spread to Benchmark Treasury: |
| T+100 bps |
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Interest Payment Dates: |
| Semi-annually each January 15 and July 15, commencing January 15, 2020 (long first coupon) |
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Optional Redemption: |
| The redemption price for notes that are redeemed before December 15, 2024 will be equal to (i) 100% of their principal amount, together with accrued and unpaid interest thereon, if any, to (but excluding) the date of redemption, plus (ii) a Make-Whole Amount (T+15 bps). The redemption price for notes that are redeemed on or after December 15, 2024 will be equal to 100% of their principal amount, together with accrued and unpaid interest thereon, if any, to (but excluding) the date of redemption, and will not include a Make-Whole Amount. |
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Joint-Book-Running Managers: |
| BofA Securities, Inc. |
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| Jefferies LLC |
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| Wells Fargo Securities, LLC |
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Senior Co-Managers: |
| Credit Agricole Securities (USA) Inc. |
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| Credit Suisse Securities (USA) LLC |
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| Mizuho Securities USA LLC |
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| MUFG Securities Americas Inc. |
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| RBC Capital Markets, LLC |
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| SMBC Nikko Securities America, Inc. |
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| Scotia Capital (USA) Inc. |
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| UBS Securities LLC |
Co-Managers: |
| Barclays Capital Inc. |
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| BB&T Capital Markets, a division of BB&T Securities, LLC |
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| BBVA Securities Inc. |
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| BMO Capital Markets Corp. |
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| Capital One Securities, Inc. |
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| TD Securities (USA) LLC |
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Junior Co-Managers: |
| BNP Paribas Securities Corp. |
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| BNY Mellon Capital Markets, LLC |
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| Fifth Third Securities, Inc. |
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| Loop Capital Markets LLC |
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CUSIP / ISIN: |
| 92277G AT4 / US92277GAT40 |
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Denominations: |
| $2,000 and integral multiples of $1,000 in excess thereof |
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Trade Date: |
| June 24, 2019 |
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Settlement Date: |
| July 3, 2019 (T+7) |
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Form of Offering: |
| SEC Registered (Registration Nos. 333-222998 and 333-222998-01) |
We expect that delivery of the notes will be made to investors on or about July 3, 2019, which will be the seventh business day following the date of this prospectus supplement (such settlement being referred to as “T+7”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing of the notes or the next four succeeding business days will be required, by virtue of the fact that the notes initially will settle in T+7, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.
Ventas, Inc. and Ventas Realty, Limited Partnership (the “Issuer”) have filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents that Ventas, Inc. and the Issuer have filed with the SEC, including the prospectus supplement and the accompanying prospectus, for more complete information about Ventas, Inc., the Issuer and this offering. You may get these documents for free by visiting the SEC’s website at www.sec.gov. Alternatively, Ventas, Inc., the Issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus supplement and the accompanying prospectus if you request it by contacting: BofA Securities, Inc. toll free at 1-800-294-1322, Jefferies LLC toll free at 1-877-877-0696 or Wells Fargo Securities, LLC toll free at 1-800-645-3751.
