Item 8.01
Other Events.
Closing of the Offering of 4.000% Senior Notes due 2028
On February 23, 2018, Ventas Realty, Limited Partnership (Ventas Realty), a wholly owned subsidiary of Ventas, Inc. (the Company), issued and sold $650 million in aggregate principal amount of its 4.000% Senior Notes due 2028 (the Notes) in a registered public offering pursuant to the Companys existing Registration Statement on Form S-3 (File No. 333-222998) filed under the Securities Act of 1933, as amended. The Notes are guaranteed by the Company on a senior unsecured basis.
The Notes were sold pursuant to an Underwriting Agreement, dated February 13, 2018 (the Underwriting Agreement), among Ventas Realty, the Company and the underwriters named therein. The Notes were issued under an indenture, dated February 23, 2018 (the Base Indenture), as supplemented by a first supplemental indenture, dated February 23, 2018 (the First Supplemental Indenture), among Ventas Realty, the Company and U.S. Bank National Association, as trustee.
The Underwriting Agreement, the Base Indenture and the First Supplemental Indenture are filed as Exhibits 1.1, 4.1 and 4.2, respectively, and are each incorporated herein by reference.
Results of Tender Offer for 4.00% Senior Notes due 2019
On February 21, 2018, the Company announced the results of the previously announced cash tender offer (the Tender Offer) by Ventas Realty and Ventas Capital Corporation (Ventas Capital and, together with Ventas Realty, the Issuers) for any and all of the outstanding $600 million in aggregate principal amount of 4.00% Senior Notes due 2019 (the Tender Offer Notes), which were jointly issued by the Issuers and are fully and unconditionally guaranteed by the Company. The Tender Offer expired at 5:00 p.m., New York City time, on February 20, 2018. A copy of the press release, dated February 21, 2018, announcing the results of the Tender Offer is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Following the conclusion of the guaranteed delivery procedures described in the offer to purchase relating to the Tender Offer, on February 23, 2018 the Issuers accepted for payment a total of $502,109,000 aggregate principal amount of Tender Offer Notes, or 83.68% of the aggregate principal amount of Tender Offer Notes outstanding.