By Abigail W. Adams
Portland, Me., June 9 – Ventas Realty, LP priced an upsized $750 million offering of three-year notes exchangeable for parent company Ventas Inc.’s common shares after the market close on Thursday at par at the cheap end of talk with a coupon of 3.75% and an initial exchange premium of 22.5%, according to a market source and a company news release.
Price talk was for a coupon of 3.25% to 3.75% and an initial exchange premium of 22.5% to 27.5%.
J.P. Morgan Securities LLC, BofA Securities Inc. and Morgan Stanley & Co. LLC were bookrunners for the Rule 144A offering, which carries an upsized greenshoe of $112.5 million.
The initial size of the offering was $500 million with a greenshoe of $75 million.
The notes are freely callable if it is determined redemption of the notes is necessary to maintain Ventas’ status as a real estate investment trust.
The notes are putable upon a fundamental change.
There is dividend protection above 45 cents a quarter.
The notes will be settled in cash up to the principal amount with any remaining amount to be settled in cash, shares or a combination of both at the company’s option.
Proceeds will be used for general corporate purposes, including the repayment of debt.
Ventas is a Chicago-based health care and real estate investment trust.
| Issuer: | Ventas Realty, LP
|
| Exchange entity: | Ventas Inc. common stock
|
| Amount: | $750 million
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| Greenshoe: | $112.5 million
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| Issue: | Exchangeable senior notes
|
| Maturity: | June 1, 2026
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| Bookrunners: | J.P. Morgan Securities LLC, BofA Securities Inc. and Morgan Stanley & Co. LLC
|
| Coupon: | 3.75%
|
| Price: | Par
|
| Yield: | 3.75%
|
| Exchange premium: | 22.5%
|
| Exchange price: | $54.81
|
| Exchange rate: | 18.2460
|
| Call options: | Freely callable if deemed necessary to maintain REIT status
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| Put options: | Upon a fundamental change
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| Pricing date: | June 8
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| Settlement date: | June 13
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| Distribution: | Rule 144A
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| Talk: | Coupon of 3.25% to 3.75% and initial exchange premium of 22.5% to 27.5%
|
| Stock symbol: | NYSE: VTR
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| Stock price: | $44.74 at market close June 8
|
| Market capitalization: | $17.9 billion
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