Market Overview

Ventas Replaces its Expired "At-the-Market" Equity Offering Program


Program Expected to Remain in Effect for Three Years But No Current
Intention to Sell Shares

Ventas, Inc. (NYSE:VTR) ("Ventas" or the "Company") said today that it
has replaced its previous $1 billion "at-the-market" equity offering
program (the "Previous Program") with an identical "at-the-market"
equity offering program (the "Program"). The Previous Program is no
longer accessible due to the expiration of the automatic shelf
registration statement under which the Company had offered the
applicable shares of common stock.

Under the Program, the Company may offer and sell shares of its common
stock from time to time through BofA Merrill Lynch, Citigroup Global
Markets Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan
Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc.,
RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities,
LLC, as sales agents. Sales, if any, of the Company's common stock
pursuant to the Program will be made primarily in "at-the-market"
offerings, including sales made directly on the New York Stock
Exchange or sales made to or through a market maker or through an
electronic communications network. Sales may also be made in privately
negotiated transactions. The Company expects the Program to remain in
effect for three years, although it may be terminated earlier if fully
utilized or for other reasons.

The Company has no current intention to sell shares of common stock
under the Program. If circumstances change, however, and sales of the
Company's common stock occur, the Company intends to use the net
proceeds for general corporate purposes, including to fund future
acquisitions and investments and to repay indebtedness.

The shares of common stock will be offered under the Company's automatic
shelf registration statement filed with the U.S. Securities & Exchange
Commission (the "SEC") on February 13, 2018. A prospectus supplement and
accompanying prospectus describing the terms of the offering have been
filed with the SEC, copies of which may be obtained from: BofA Merrill
Lynch, NC1-004-03-43, 200 North College Street, 3rd Floor,
Charlotte, NC 28255-0001, Attn: Prospectus Department,;
Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, (800) 831-9146; Credit Agricole CIB, 1301 Avenue of
the Americas, New York, NY 10019,,
(800) 287-0481; J.P. Morgan, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, (866) 803-9204; Morgan Stanley,
180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus
Dept.; MUFG Securities Americas Inc., Attention: Capital Markets Group,
1221 Avenue of the Americas, 6th Floor, New York, New York 10020, or by
calling (877) 649-6848; RBC Capital Markets, LLC, Attention: Equity
Syndicate, Three World Financial Center, 200 Vesey Street, 8th Floor,
New York, NY 10281; UBS Investment Bank, Distribution Services /
Prospectus Department, 1285 Avenue of the Americas, 25th
Floor, New York, NY 10019, (888) 827-7275; and Wells Fargo Securities,
Attention: Equity Syndicate Department, 375 Park Avenue, New York, New
York 10152, by telephone at (800) 326-5897, or by email at

This press release does 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
sales 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 1,200 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, life science and innovation
centers, inpatient rehabilitation and long-term acute care facilities,
health systems and skilled nursing facilities. 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. References to "Ventas" or the
"Company" mean Ventas, Inc. and its consolidated subsidiaries unless
otherwise expressly noted. More information about Ventas and Lillibridge
can be found at

The Company routinely announces material information to investors and
the marketplace using press releases, SEC filings, public conference
calls, webcasts and the Company's website at
The information that the Company posts to its website may be deemed to
be material. Accordingly, the Company encourages investors and others
interested in the Company to routinely monitor and review the
information that the Company posts on its website, in addition to
following the Company's press releases, SEC filings and public
conference calls and webcasts. Supplemental information regarding the
Company can be found on the Company's website under the "Investor
Relations" section or at
A comprehensive listing of the Company's properties is available at

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.
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
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 SEC.
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 and effect
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, 2017 and for the year ending December 31, 2018; (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, 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 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 Company's ability to obtain the financial results
expected from its development and redevelopment projects; (w) the impact
of market or issuer events on the liquidity or value of the Company's
investments in marketable securities; (x) consolidation activity 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; (y) 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 (z) 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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