Ventas receives $310 million of notes in tender offer to buy four series of debt

By Susanna Moon

Chicago, April 20 - Ventas, Inc. said investors tendered a total of $310 million principal amount of notes issued by operating partnership Ventas Realty, LP and subsidiary Ventas Capital Corp. as of 5 p.m. ET on April 20.

Ventas also announced that it will pay the early tender premium to all investors who tender 9% senior notes due 2012 by the expiration date. Previously they had to respond by the early tender deadline.

By the early tender deadline of 5 p.m. ET on April 20, Ventas had received tenders of:

• $100.566 million of its $102.076 million 6¾% senior notes due 2010, which had a priority level 1 in the offer;

• $88.528 million of its $186.821 million 9% senior notes due 2012, which also had a priority level of 1;

• $98.071 million of its $175 million 6 5/8% senior notes due 2014, which had a priority level of 2; and

• $127.654 million of its $170 million 7 1/8% senior notes due 2015, which had a priority level of 3.

Ventas began the tender on April 6 and said that for each $1,000 principal amount, it is offering $1,034.25 for the 6¾% notes, $1,050.00 for the 9% notes, $952.75 million for the 6 5/8% notes and $966.75 for the 7 1/8% notes. In each case, the payout includes a $30.00 premium for notes tendered by the early tender deadline, which is 5 p.m. ET on April 20.

The tender offers will expire at midnight ET on May 1.

The company said it will spend up to $310 million on the purchases.

Ventas will first accept all notes tendered with an acceptance level priority of 1. It will then accept the remaining tendered notes in order of acceptance priority level up to the $310 million cap. The 6 5/8% notes and 7 1/8% notes may be subject to proration if the offers are oversubscribed.

The company will also pay accrued interest up to but excluding the settlement date. Interest is not counted toward the $310 million cap.

Completion of the offers was subject to the completion of the company's proposed offerings of common stock and senior notes due 2016. Proceeds from these offerings, together with cash on hand and/or revolving credit facilities borrowings, will be used to fund the tender offers.

The dealer managers are Banc of America Securities LLC (call Liability Management Group at 888 292-0070 or 646 855-3401), BMO Capital Markets and KeyBanc Capital Markets. The information agent is Global Bondholder Services Corp. (866 857-2200 or 212 430-3774).

Ventas is a health-care real estate investment trust based in Chicago.

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