01—Abstract
Summary
Summary of the 8-K filed September 9, 2024. Cited figures are marked; the original filing is the authoritative source.
Ventas Realty, Limited Partnership, a wholly owned subsidiary of Ventas, Inc. (the "Company"), issued and sold $550,000,000a in aggregate principal amount of its 5.000% Senior Notes due 2035 on September 9, 2024.
The notes were sold in a registered public offering under the existing Form S-3 registration statement of the Company and Ventas Realty, pursuant to an underwriting agreement dated September 5, 2024, and are guaranteed by Ventas, Inc. on a senior unsecured basis. The notes were issued under a base indenture dated February 23, 2018, as supplemented by a ninth supplemental indenture dated September 9, 2024, among Ventas Realty, the Company and U.S. Bank Trust Company, National Association, as trustee. The filing incorporates the underwriting agreement, base indenture and ninth supplemental indenture by reference as Exhibits 1.1, 4.1 and 4.2.
The filing also lists a legal opinion from Davis Polk & Wardwell LLP (Exhibit 5.1) and the related consent (Exhibit 23.1). The filing does not state the use of proceeds or other terms beyond the principal amount, coupon and maturity.
02—Key points
Key Highlights
- Ventas Realty, Limited Partnership issued $550,000,000 aggregate principal amount of 5.000% Senior Notes due 2035 on September 9, 2024.
- The notes were sold in a registered public offering under the existing Form S-3 shelf registration statement (File Nos. 333-277185 and 333-277185-01).
- Ventas, Inc. guarantees the notes on a senior unsecured basis.
- The offering was made under an underwriting agreement dated September 5, 2024, among Ventas Realty, Ventas, Inc. and the underwriters named therein.
- The notes were issued under a base indenture dated February 23, 2018, as supplemented by a ninth supplemental indenture dated September 9, 2024, with U.S. Bank Trust Company, National Association, as trustee.
- Exhibits include the underwriting agreement, base indenture, ninth supplemental indenture, and a legal opinion from Davis Polk & Wardwell LLP.
03—Questions
Frequently Asked Questions
What securities were issued in this transaction?
Ventas Realty, Limited Partnership issued $550,000,000 in aggregate principal amount of 5.000% Senior Notes due 2035 in a registered public offering.
Who guarantees the notes?
Ventas, Inc., the parent company, guarantees the notes on a senior unsecured basis.
Under what registration statement were the notes sold?
The notes were sold pursuant to the existing registration statement on Form S-3 (File Nos. 333-277185 and 333-277185-01) of Ventas, Inc. and Ventas Realty, filed under the Securities Act of 1933.
Who is the trustee under the indenture?
U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association) serves as trustee under the base indenture dated February 23, 2018, as supplemented by the ninth supplemental indenture dated September 9, 2024.
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