01—Abstract
Summary
Summary of the 8-K filed June 3, 2025. Cited figures are marked; the original filing is the authoritative source.
On June 3, 2025, Ventas Realty, Limited Partnership, a wholly owned subsidiary of Ventas, Inc., issued and sold $500,000,000a in aggregate principal amount of its 5.100% Senior Notes due 2032 in a registered public offering under the existing Form S-3 registration statement.
The Notes are guaranteed by Ventas, Inc. on a senior unsecured basis. The company intends to use the proceeds for general corporate purposes, which may include repayment of other indebtedness, and to pay related fees and expenses. The offering was made under an underwriting agreement dated May 29, 2025, and issued under a base indenture dated February 23, 2018, as supplemented by a tenth supplemental indenture dated June 3, 2025, with U.S. Bank Trust Company, National Association, as trustee.
The filing incorporates the underwriting agreement, base indenture and tenth supplemental indenture by reference as Exhibits 1.1, 4.1 and 4.2, and includes a legal opinion from Davis Polk & Wardwell LLP as Exhibit 5.1. For investors, the filing is a debt financing disclosure rather than a change in operations or earnings. It establishes the terms of a new $500 millionb senior unsecured note issuance, with the parent company providing the guarantee.
02—Key points
Key Highlights
- Ventas Realty, Limited Partnership issued $500,000,000 of 5.100% Senior Notes due 2032 on June 3, 2025.
- The Notes were sold in a registered public offering under an existing Form S-3 shelf registration statement.
- Ventas, Inc. guarantees the Notes on a senior unsecured basis.
- Proceeds are intended for general corporate purposes, including possible repayment of other indebtedness, and payment of related fees and expenses.
- The offering was governed by an underwriting agreement dated May 29, 2025, with the underwriters named therein.
- The Notes were issued under a base indenture dated February 23, 2018, as supplemented by a tenth supplemental indenture dated June 3, 2025, with U.S. Bank Trust Company, National Association, as trustee.
- Davis Polk & Wardwell LLP provided a legal opinion on the Notes (Exhibit 5.1).
03—Questions
Frequently Asked Questions
What securities were issued?
Ventas Realty, Limited Partnership, a wholly owned subsidiary of Ventas, Inc., issued $500,000,000 in aggregate principal amount of 5.100% Senior Notes due 2032.
Who guarantees the Notes?
Ventas, Inc. guarantees the Notes on a senior unsecured basis.
How will the proceeds be used?
The company intends to use the proceeds for general corporate purposes, which may include repayment of other indebtedness, and to pay related fees and expenses.
Under what documents was the offering made?
The offering was made under an underwriting agreement dated May 29, 2025, and the Notes were issued under a base indenture dated February 23, 2018, as supplemented by a tenth supplemental indenture dated June 3, 2025. The trustee is U.S. Bank Trust Company, National Association.
Was the offering registered with the SEC?
Yes. The Notes were sold in a registered public offering pursuant to the existing registration statement of Ventas, Inc. and Ventas Realty on Form S-3 (File Nos. 333-277185 and 333-277185-01).
04—Continue