Issuer Free Writing Prospectus filed pursuant to Rule 433
supplementing the Preliminary Prospectus Supplement dated
August 12, 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
$650,000,000 3.000% Senior Notes due 2030
Issuer: |
| Ventas Realty, Limited Partnership |
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Guarantor: |
| Ventas, Inc. |
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Aggregate Principal Amount: |
| $650,000,000 |
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Final Maturity Date: |
| January 15, 2030 |
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Public Offering Price: |
| 99.506% of the principal amount |
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Coupon: |
| 3.000% |
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Yield to Maturity: |
| 3.056% |
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Benchmark Treasury: |
| 1.625% due August 15, 2029 |
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Benchmark Treasury Price / Yield: |
| 99-23 / 1.656% |
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Spread to Benchmark Treasury: |
| T+140 bps |
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Interest Payment Dates: |
| Semi-annually each January 15 and July 15, commencing January 15, 2020 |
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Optional Redemption: |
| The redemption price for notes that are redeemed before October 15, 2029 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+25 bps). The redemption price for notes that are redeemed on or after October 15, 2029 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: |
| J.P. Morgan Securities LLC |
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| Credit Agricole Securities (USA) Inc. |
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| MUFG Securities Americas Inc. |
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| Wells Fargo Securities, LLC |
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Senior Co-Managers: |
| Barclays Capital Inc. |
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| BBVA Securities Inc. |
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| Credit Suisse Securities (USA) LLC |
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| Mizuho Securities USA LLC |
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| PNC Capital Markets LLC |
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| SMBC Nikko Securities America, Inc. |
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| UBS Securities LLC |
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Co-Managers: |
| BB&T Capital Markets, a division of BB&T Securities, LLC |
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| BMO Capital Markets Corp. |
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| BofA Securities Inc. |
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| Capital One Securities, Inc. |
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| Citigroup Global Markets Inc. |
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| Morgan Stanley & Co. LLC |
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| RBC Capital Markets, LLC |
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| Scotia Capital (USA) Inc. |
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| TD Securities (USA) LLC |
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Junior Co-Managers: |
| BNP Paribas Securities Corp. |
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| Fifth Third Securities, Inc. |
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| BNY Mellon Capital Markets, LLC |
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| Loop Capital Markets LLC |
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CUSIP / ISIN: |
| 92277G AU1/ US92277GAU13 |
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Denominations: |
| $2,000 and integral multiples of $1,000 in excess thereof |
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Trade Date: |
| August 12, 2019 |
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Settlement Date: |
| August 21, 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 August 21, 2019, which will be the seventh business day following the date of the 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: J.P. Morgan Securities LLC collect at 1-212-834-4533, Credit Agricole Securities (USA) Inc. toll free at 1-866-807-6030, MUFG Securities Americas Inc., toll free at 1-877-649-6848 or Wells Fargo Securities, LLC toll free at 1-800-645-3751.
