VENTAS REALTY, LIMITED PARTNERSHIP $500,000,000 5.625% Senior Notes due 2034 UNDERWRITING AGREEMENT Dated May 8, 2024 Wells Fargo Securities, LLC BofA Securities, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2024 • Ventas, Inc. • Real estate investment trusts • New York
Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk.comRegistration Statement • May 13th, 2024 • Ventas, Inc. • Real estate investment trusts
Ventas Realty, Limited Partnership, a Delaware limited partnership (the “Issuer”), and Ventas, Inc. (the “Parent Guarantor” and, together with the Issuer, the “Ventas Entities”), have filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File Nos. 333-277185 and 333-277185-01) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including $500,000,000 aggregate principal amount of the Issuer’s 5.625% Senior Notes due 2034 (the “Notes”). The Notes are to be issued pursuant to the provisions of the Indenture dated as of February 23, 2018 (the “Base Indenture”) among the Ventas Entities, the guarantors named therein and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture establishing the terms of the Notes, dated as of May 13, 2024, among
EIGHTH SUPPLEMENTAL INDENTURE by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank Trust Company, National Association, as Trustee 5.625% Senior Notes due 2034 Dated as of May 13, 2024 Supplement to...Eighth Supplemental Indenture • May 13th, 2024 • Ventas, Inc. • Real estate investment trusts • New York
THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of May 13, 2024 (the “Eighth Supplemental Indenture”), is by and among Ventas Realty, Limited Partnership, a Delaware limited partnership (the “Issuer”), Ventas, Inc., a Delaware corporation, and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association), having a Corporate Trust Office at 425 Walnut Street, Cincinnati, Ohio 45202, as Trustee (the “Trustee”), under the Indenture (as defined below).
