Ventas gives pricing and early results of tender offer, ups cap

By Mary-Katherine Stinson

Lexington, Ky., April 20 – Ventas, Inc. announced the pricing and early results of indirect wholly owned subsidiary Ventas Canada Finance Ltd.’s cash tender offers to purchase two series of notes due in 2024 that were subject to a C$500 million maximum aggregate purchase price, exclusive of accrued interest.

Ventas also announced an increase in the maximum purchase price to C$600 million, according to a news release.

As of the early expiration at 5 p.m. ET on April 19, about C$718.9 million of the notes were tendered.

The early results and total considerations per C$1,000 principal amount are as follows, with the notes listed in order of acceptance priority:

• C$527 million of the C$600 million outstanding 2.8% senior notes, series E, due April 12, 2024 (Cusip: 92277LAF3) were tendered, with the total consideration set at C$976.48, based on the 2.25% Government of Canada bond due March 1, 2024 plus a fixed spread of 90 basis points; and

• C$191.9 million of the C$250 million outstanding 4.125% senior notes, series B, due Sept. 30, 2024 (Cusip: 92277LAB2) were tendered, with the total consideration set at C$984.82, based on the 2.5% Government of Canada bond due June 1, 2024 plus a fixed spread of 100 bps.

All the series E notes tendered were accepted for purchase.

The series B notes will be prorated. All notes not accepted because of proration will be rejected from the offers.

Pricing was determined at 10 a.m. ET on April 20.

The total considerations include an early tender payment of C$30 per C$1,000 principal amount that will be paid only to holders who tendered their notes by the early deadline.

Holders will also receive accrued interest.

The offers will expire at 5 p.m. ET on May 1. However, since the total exceeds the modified maximum purchase price and the company does not intend another increase, no tenders will be accepted after the early deadline.

Early settlement is slated for April 24.

Final settlement was expected to occur the second business day after the offer expires, although this is no longer relevant.

The offers are subject to some conditions, including the issuer’s completion of a concurrent private placement offering of new five-year notes. The company stated it expects the financing condition to be satisfied on April 21.

TD Securities Inc. (LM@tdsecurities.com, 866 584-2096 or 416 308-4135), RBC Dominion Securities Inc. (liability.management@rbccm.com, 877 381-2099, or 416 842-6311) and Scotia Capital Inc. (LM@scotiabank.com, 800 372-3930 or 212 225-5559) are the dealer managers.

TMX Investor Solutions Inc. (800 967-7635 or 201 806-7301) is the information agent, and TSX Trust Co. is the tender agent.

Ventas is a Chicago-based real estate investment trust for housing and health care properties.

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