Market Overview

Ventas Commences Tender Offer for 4.750% Senior Notes Due 2021


Ventas, Inc. (NYSE:VTR) ("Ventas" or the "Company") announced today
that Ventas Realty, Limited Partnership ("Ventas Realty") and Ventas
Capital Corporation ("Ventas Capital" and, together with Ventas Realty,
the "Issuers"), its wholly owned subsidiaries, have commenced a cash
tender offer for any and all of their outstanding 4.750% Senior Notes
due 2021 (CUSIP No. 92276MAW5) (the "Notes"), which were jointly issued
by the Issuers and are fully and unconditionally guaranteed by Ventas,
on the terms and subject to the conditions set forth in the Offer to
Purchase, dated the date hereof (the "Offer to Purchase"), the related
Letter of Transmittal (the "Letter of Transmittal"), and the related
Notice of Guaranteed Delivery attached to the Offer to Purchase (the
"Notice of Guaranteed Delivery"). As of August 6, 2018, there were
$700,000,000 aggregate principal amount of Notes outstanding. The tender
offer is referred to herein as the "Offer." The Offer to Purchase, the
Letter of Transmittal and the Notice of Guaranteed Delivery are referred
to herein collectively as the "Offer Documents."

The tender offer consideration for each $1,000 principal amount of the
Notes purchased pursuant to the Offer will be $1,045.57 (the "Tender
Offer Consideration"). Holders must validly tender (and not validly
withdraw) or deliver a properly completed and duly executed Notice of
Guaranteed Delivery for their Notes at or before the Expiration Time (as
defined below) in order to be eligible to receive the Tender Offer
Consideration. In addition, holders whose Notes are purchased in the
Offer will receive accrued and unpaid interest from the last interest
payment date to, but not including, the Payment Date (as defined in the
Offer to Purchase) for the Notes. The Issuers expect the Payment Date to
occur on August 15, 2018.

The Offer will expire at 5:00 p.m., New York City time, on August 10,
2018 (such time and date, as it may be extended, the "Expiration Time"),
unless extended or earlier terminated by the Issuers. The Notes tendered
may be withdrawn at any time at or before the Expiration Time by
following the procedures described in the Offer to Purchase.

The Issuers' obligation to accept for purchase and to pay for the Notes
validly tendered and not validly withdrawn pursuant to the Offer is
subject to the satisfaction or waiver, in the Issuers' discretion, of
certain conditions, which are more fully described in the Offer to
Purchase, including, among others, the Issuers' receipt of aggregate
proceeds (before underwriter's discounts and commissions and other
offering expenses) of at least $350.0 million from an offering of new
senior notes, on terms satisfactory to the Issuers. The complete terms
and conditions of the Offer are set forth in the Offer Documents.
Holders of the Notes are urged to read the Offer Documents carefully.

The Issuers have retained D.F. King & Co., Inc., as the tender agent and
information agent for the Offer. The Issuers have retained Wells Fargo
Securities and Morgan Stanley as the dealer managers (the "Dealer
Managers") for the Offer.

Holders who would like additional copies of the Offer Documents may call
or email the information agent, D.F. King & Co., Inc. at (212) 269-5550
(banks and brokers), (888) 540-8736 (all others), or
Copies of the Offer to Purchase, Letter of Transmittal, and Notice of
Guaranteed Delivery are also available at the following website:
Questions regarding the terms of the Offer should be directed to Wells
Fargo Securities at (704) 410-4759 (collect) or (866) 309-6316
(toll-free) or Morgan Stanley at (212) 761-1057 (collect) or (800)
624-1808 (toll-free).

This press release shall not constitute an offer to buy or a
solicitation of an offer to sell any Notes. The Offer is being made
solely pursuant to the Offer Documents. The Offer is not being made to
holders of Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. In any jurisdiction in which the
securities laws or blue sky laws require the Offer to be made by a
licensed broker or dealer, the Offers will be deemed to be made on
behalf of the Issuers by the Dealer Managers or one or more registered
brokers or dealers that are licensed under the 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. 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
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 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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