Ventas Announces Pricing of Public Offering of Common Stock

CHICAGO–(BUSINESS WIRE)–$VTR–Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today the
pricing of an underwritten registered public offering of 11,000,000
shares of its common stock at a public offering price of $62.75 per
share. The underwriters have a 30-day option to purchase up to an
additional 1,650,000 shares from the Company at the public offering
price. The Company estimates that the gross proceeds from the offering,
before deducting the underwriting discounts and commissions and other
estimated offering expenses, will be approximately $690.3 million, or
$793.8 million if the underwriters exercise their option to purchase
additional shares in full. The shares are expected to be delivered on or
about June 6, 2019, subject to customary closing conditions.

The Company intends to use the net proceeds from the offering to fund a
portion of its pending acquisition of substantially all of a CAD$2.4
billion seniors housing portfolio in Quebec, Canada in partnership with
Le Groupe Maurice. The Company intends to use any net proceeds not used
for such purpose, including if the acquisition is not completed, for
working capital and other general corporate purposes, which may include
funding acquisitions and investments or repaying indebtedness.

Morgan Stanley, Citigroup and J.P. Morgan are the joint book-running
managers for the offering.

The offering is being made 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: Morgan Stanley & Co. LLC, Attention: Prospectus
Department – 180 Varick Street, 2nd Floor – New York, NY 10014;
Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, or by telephone at
1-800-831-9146; or J.P. Morgan Securities LLC, Attention: Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,
telephone: 1-866-803-9204.

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, an S&P 500 company, is a leading real estate investment trust.
Its diverse portfolio of approximately 1,200 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, university-based research and
innovation centers, inpatient rehabilitation and long-term acute care
facilities, and health systems. 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 or acquisition 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; (d)
the accuracy of estimates and assumptions that the Company used to
underwrite its acquisition of the interests in the joint venture with Le
Group Maurice and to determine the projected impact and benefits
(including financial) of the transaction, and the potential for the
Company’s estimates or assumptions, as well as the expected impact and
benefits, to change as additional information becomes available; (e)
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 or state budgets resulting in
the reduction or nonpayment of Medicare or Medicaid reimbursement rates;
(f) the nature and extent of future competition, including new
construction in the markets in which the Company’s seniors housing
communities and office buildings are located; (g) the extent and effect
of future or pending healthcare reform and regulation, including cost
containment measures and changes in reimbursement policies, procedures
and rates; (h) increases in the Company’s borrowing costs as a result of
changes in interest rates and other factors, including the potential
phasing out of the London Inter-bank Offered Rate after 2021; (i) the
ability of the Company’s tenants, 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; (j)
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; (k) the Company’s ability to pay down, refinance, restructure
or extend its indebtedness as it becomes due; (l) the Company’s ability
and willingness to maintain its qualification as a REIT in light of
economic, market, legal, tax and other considerations; (m) final
determination of the Company’s taxable net income for the year ended
December 31, 2018 and for the year ending December 31, 2019; (n) 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; (o) 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,
development of new competing properties, 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; (p)
changes in exchange rates for any foreign currency in which the Company
may, from time to time, conduct business; (q) year-over-year changes in
the Consumer Price Index or the U.K. Retail Price Index and the effect
of those changes on the rent escalators contained in the Company’s
leases and the Company’s earnings; (r) 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; (s) the impact of damage to the
Company’s properties for catastrophic weather and other natural events
and the physical effects of climate change; (t) the impact of increased
operating costs and uninsured professional liability claims on the
Company’s liquidity, financial condition and results of operations or
that of the Company’s tenants, operators, borrowers and managers, and
the ability of the Company and the Company’s tenants, operators,
borrowers and managers to accurately estimate the magnitude of those
claims; (u) risks associated with the Company’s office building
portfolio and operations, including the Company’s ability to
successfully design, develop and manage office buildings and to retain
key personnel; (v) the ability of the hospitals on or near whose
campuses the Company’s medical office buildings are located and their
affiliated health systems to remain competitive and financially viable
and to attract physicians and physician groups; (w) 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; (x) the
Company’s ability to obtain the financial results expected from its
development and redevelopment projects, including projects undertaken
through its joint ventures; (y) the impact of market or issuer events on
the liquidity or value of the Company’s investments in marketable
securities; (z) consolidation in the seniors housing and healthcare
industries resulting in a change of control of, or a competitor’s
investment in, one or more of the Company’s tenants, operators,
borrowers or managers or significant changes in the senior management of
the Company’s tenants, operators, borrowers or managers; (aa) the impact
of litigation or any financial, accounting, legal or regulatory issues
that may affect the Company or its tenants, operators, borrowers or
managers; and (bb) changes in accounting principles, or their
application or interpretation, and the Company’s ability to make
estimates and the assumptions underlying the estimates, which could have
an effect on the Company’s earnings.


Ventas, Inc.
Juan Sanabria
(877) 4-VENTAS

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