VENTAS REALTY, LIMITED PARTNERSHIP VENTAS CAPITAL CORPORATION $600,000,000 4.25% Senior Notes due 2022 UNDERWRITING AGREEMENT Dated February 1, 2012 Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. Goldman, Sachs & Co.Underwriting Agreement • February 6th, 2012 • Ventas Inc • Real estate investment trusts • New York
The Issuers propose to issue and sell to the Underwriters $600,000,000 aggregate principal amount of 4.25% Senior Notes due 2022 (the “Notes”). The Notes will be issued under an indenture dated as of September 19, 2006, as supplemented by a fifth supplemental indenture (the “Indenture”), among the Issuers, Ventas and U.S. Bank National Association, as trustee (the “Trustee”). The Issuers’ obligations under the Notes and the Indenture will be fully and unconditionally guaranteed (the “Guarantee”) at the Closing Time (as defined in Section 2(b) hereof) by Ventas (the “Guarantor”). All references herein to the Notes include the related Guarantee, unless the context otherwise requires.
