Ventas Announces Pricing of Senior Notes Offering

  Ventas Announces Pricing of Senior Notes Offering

Business Wire

CHICAGO -- March 14, 2013

Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today that it
has priced a public offering of $500 million aggregate principal amount of
2.700% Senior Notes due 2020 (the “Notes”) at 99.942% of principal amount. The
Notes are being issued by the Company’s operating partnership, Ventas Realty,
Limited Partnership, and a wholly owned subsidiary, Ventas Capital
Corporation, and will be guaranteed, on a senior unsecured basis, by the
Company. The sale of the Notes is expected to close on March 19, 2013, subject
to customary closing conditions.

The Company expects to use the net proceeds from the offering to repay
indebtedness outstanding under its unsecured revolving credit facility and for
working capital and other general corporate purposes, including to fund future
acquisitions or investments, if any.

Citigroup, Credit Agricole CIB, Jefferies and J.P. Morgan acted as joint
book-running managers for the offering of the Notes.

The Notes are being offered pursuant to the Company’s existing shelf
registration statement, which became automatically effective upon filing with
the Securities and Exchange Commission. A prospectus supplement and
accompanying prospectus describing the terms of the offering will be filed
with the Securities and Exchange Commission. When available, copies of the
prospectus supplement and the accompanying prospectus may be obtained from:
Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, or by telephone at 800-831-9146; Credit Agricole
CIB, 1301 Avenue of the Americas - 17th Floor, New York, NY 10019, or by
telephone at 212-261-3678; Jefferies, 520 Madison Avenue, 8^th Floor, New
York, NY 10022, or by telephone at 212-336-7247; or J.P. Morgan, 383 Madison
Avenue, New York, NY 10179, Attention: High Grade Syndicate Desk, 3rd Floor,
or by telephone at 212-834-4533 (collect).

This press release shall 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 sale 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 healthcare real estate
investment trust. Its diverse portfolio of more than 1,400 assets in 47 states
(including the District of Columbia) and two Canadian provinces consists of
seniors housing communities, skilled nursing facilities, hospitals, medical
office buildings and other properties. 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.

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. 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 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 expectations. 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 Securities and Exchange Commission. 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,
including investments in different asset types and outside the United States;
(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 budget resulting in the reduction or nonpayment of
Medicare or Medicaid reimbursement rates; (e) the nature and extent of future
competition; (f) the extent 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 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 due
to economic, market, legal, tax or other considerations; (l) final
determination of the Company’s taxable net income for the year ended December
31, 2012 and for the year ending December 31, 2013; (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 U.S. and Canadian currency exchange rates; (p)
year-over-year changes in the Consumer Price Index and the effect of those
changes on the rent escalators contained in the Company’s leases, including
the rent escalators for two of the Company’s master lease agreements with
Kindred Healthcare, Inc., 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 liquidity, financial
condition and results of operations of the Company’s tenants, operators,
borrowers and managers, and the ability of the Company’s tenants, operators,
borrowers and managers to accurately estimate the magnitude of those claims;
(s) risks associated with the Company’s medical office building (“MOB”)
portfolio and operations, including the Company’s ability to successfully
design, develop and manage MOBs, to accurately estimate its costs in fixed
fee-for-service projects 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) the Company’s ability to build,
maintain and expand its relationships with existing and prospective hospital
and health system clients; (v) 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; (w) the impact of market or issuer events on the
liquidity or value of the Company’s investments in marketable securities; (x)
merger and acquisition activity in the healthcare and seniors housing
industries resulting in a change of control of, or a competitor’s investment
in, one or more of our tenants, operators, borrowers or managers or
significant changes in the senior management of our tenants, operators,
borrowers or managers; and (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. Many of these factors are beyond
the control of the Company and its management.

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Contact:

Ventas, Inc.
Lori B. Wittman, (877) 4-VENTAS
 
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