Issuer Free Writing Prospectus
Filed pursuant to Rule 433
Supplementing the Preliminary Prospectus Supplement dated May 29, 2025 and the
Prospectus dated February 20, 2024
Registration Nos. 333-277185 and 333-277185-01
PRICING TERM SHEET
VENTAS REALTY, LIMITED PARTNERSHIP
Fully and unconditionally guaranteed by Ventas, Inc.
Terms applicable to
$500,000,000 5.100% Senior Notes due 2032
Dated: May 29, 2025
| Issuer: | Ventas Realty, Limited Partnership (the “Issuer”) | |
| Guarantor: | Ventas, Inc. | |
| Aggregate Principal Amount: | $500,000,000 | |
| Maturity Date: | July 15, 2032 | |
| Public Offering Price: | 99.391% of the aggregate principal amount, plus accrued interest from June 3, 2025, if any | |
| Coupon (Interest Rate): | 5.100% | |
| Yield to Maturity: | 5.202% | |
| Benchmark Treasury: | 4.000% due April 30, 2032 | |
| Benchmark Treasury Price / Yield: | 98-25+ / 4.202% | |
| Spread to Benchmark Treasury: | +100 basis points | |
| Interest Payment Dates: | January 15 and July 15, commencing January 15, 2026 |
|
Optional Redemption:
|
Prior to May 15, 2032 (two months prior to the maturity date of the notes (the “Par Call Date”)), the Issuer may redeem the notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1)(a) the sum of the present values of the remaining scheduled payments of principal and interest on the notes discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined under “Description of Notes – Optional Redemption”) plus 15 basis points less (b) interest accrued to, but excluding, the date of redemption, and
(2) 100% of the principal amount of the notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.
On or after the Par Call Date, the Issuer may redeem the notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
See “Description of Notes – Optional Redemption” in the preliminary prospectus supplement, dated May 29, 2025 for more information. | |
| Joint Book-Running Managers: | BofA Securities, Inc. | |
| BNP Paribas Securities Corp. | ||
| J.P. Morgan Securities LLC | ||
|
Morgan Stanley & Co. LLC BBVA Securities Inc. BNY Mellon Capital Markets, LLC Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. PNC Capital Markets LLC RBC Capital Markets, LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC Truist Securities, Inc. UBS Securities LLC Wells Fargo Securities, LLC | ||
| Co-Managers: |
Fifth Third Securities, Inc. Loop Capital Markets LLC M&T Securities, Inc. | |
| CUSIP / ISIN: | 92277G BB2 / US92277GBB23 | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Trade Date: | May 29, 2025 | |
| Settlement Date: | June 3, 2025 (T+3) | |
| Form of Offering: | SEC Registered (Registration Nos. 333-277185 and 333-277185-01) |
Ventas Inc. expects that delivery of the notes will be made to investors against payment therefor on or about June 3, 2025, which will be the third business day following the date of pricing of the notes (such settlement being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any day prior to the first business day preceding the settlement date will be required, by virtue of the fact that the notes initially will settled in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to make such trades prior to the first business day preceding the settlement date should consult their own advisors.
Ventas, Inc. and the Issuer have filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents that Ventas, Inc. and the Issuer have filed with the SEC for more complete information about Ventas, Inc., the Issuer and this offering. You may get these documents for free by visiting the SEC’s website at www.sec.gov. Alternatively, Ventas, Inc., the Issuer, any underwriter or any dealer participating in this offering will arrange to send you the preliminary prospectus supplement and the accompanying prospectus if you request it by contacting: BofA Securities, Inc., toll free at 1-800-294-1322; BNP Paribas Securities Corp., toll free at 1-800-854-5674; J.P. Morgan Securities LLC collect at 1-212-834-4533; or Morgan Stanley & Co. LLC at 1-866-718-1649.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER E-MAIL SYSTEM.