VENTAS REALTY, LIMITED PARTNERSHIP $300,000,000 4.375% Senior Notes due 2045Underwriting Agreement • January 12th, 2015 • Ventas Inc • Real estate investment trusts • New York
Ventas Realty, Limited Partnership, a Delaware limited partnership (the “Issuer”), and Ventas, Inc., a Delaware corporation (“Ventas”), propose to issue and sell to the underwriters listed in Schedule A hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and TD Securities (USA) LLC are acting as representatives (together, the “Representatives”), $300,000,000 aggregate principal amount of 4.375% Senior Notes due 2045 (the “Notes”). The Notes will be issued under an indenture dated as of September 26, 2013, as supplemented by a sixth supplemental indenture (the “Indenture”), among the Issuer, Ventas and U.S. Bank National Association, as trustee (the “Trustee”). The Issuer’s obligations under the Notes and the Indenture will be fully and unconditionally guaranteed (the “Guarantee”) at the Closing Time (as defined in Section 2(c) hereof) by Ventas (the “Guarantor”). All references herein to the Note
