芬塔公司美股招股说明书(2025-05-30版)

Ventas Realty, Limited Partnership $500,000,000 5.100% Senior Notes due 2032Fully and unconditionally guaranteed by Ventas, Inc. Ventas Realty, Limited Partnership (the “issuer”) is offering $500 million aggregate principal amount of its 5.100% seniornotes due 2032 (the “notes”). The issuer is a wholly-owned subsidiary of Ventas, Inc. Ventas, Inc. will fully and unconditionallyguarantee the notes on a senior unsecured basis. The issuer will pay interest on the notes on January15 and July15 of each year,commencing on January 15, 2026. Interest on the notes will accrue from June 3, 2025. The notes will mature on July 15, 2032. Prior to May 15, 2032 (two months prior to their maturity date) (the “Par Call Date”), we may redeem the notes at ouroption, in whole or in part, at any time and from time to time, at the applicable redemption price described in “Description ofNotes — Optional Redemption.” On or after the Par Call Date, we may redeem the notes at our option, in whole or in part, atany time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed plusaccrued and unpaid interest thereon to, but excluding, the redemption date. See “Description of Notes — Optional Redemption.” The notes and the related guarantee will be part of the issuer’s and Ventas, Inc.’s respective general unsecured obligations,ranking equal in right of payment with all of the issuer’s and Ventas, Inc.’s existing and future senior unsecured indebtedness. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-7of this prospectus supplement and in thedocuments that we incorporate by reference into this prospectus supplement and the accompanying prospectus. Per NoteTotalPublic offering price99.391$496,955,000Underwriting discounts0.625$3,125,000Proceeds, before expenses, to the issuer98.766$493,830,000(1)%%(1)% Plus accrued interest, if any, from June 3, 2025 if initial settlement occurs after that date. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the noteson any securities exchange or any automated dealer quotation system. The underwriters expect to deliver the notes to purchasers on or about June 3, 2025 only in book- entry form through thefacilities of The Depository Trust Company, including direct and indirect participants Clearstream Banking,société anonyme,and Euroclear Banking, S.A./N.V. Joint Book-Running Managers BofA SecuritiesBBVAMizuhoScotiabank Morgan StanleyCredit Agricole CIBRBC Capital MarketsTruist Securities Loop Capital Markets Fifth Third Securities TABLE OF CONTENTSPROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-4RISK FACTORSS-7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-11USE OF PROCEEDSS-14DESCRIPTION OF NOTESS-15SUPPLEMENTAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-31UNDERWRITINGS-32LEGAL MATTERSS-37EXPERTSS-37WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCES-38 PROSPECTUS ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2ABOUT THE REGISTRANTS3RISK FACTORS4USE OF PROCEEDS5DESCRIPTION OF VENTAS, INC. COMMON STOCK6DESCRIPTION OF VENTAS, INC. PREFERRED STOCK8DESCRIPTION OF VENTAS, INC. DEPOSITARY SHARES12DESCRIPTION OF VENTAS, INC. WARRANTS15DESCRIPTION OF DEBT SECURITIES16CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS27PLAN OF DISTRIBUTION52VALIDITY OF THE OFFERED SECURITIES54EXPERTS54WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE54 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering and also adds to and updates information included or incorporated by reference in theaccompanying prospectus. The second part is the accompanying prospectus, which gives generalinformation, some of which may not apply to this offering. To the extent there is a conflict between theinformation included herein, on the one hand, and the information included or incorporated by reference inthe accompanying prospectus, on the other hand, the information herein shall control. You should read this prospectus supplement, the accompanying prospectus and the additionalinformation described under “Where You Can Find More Information and Incorporation by Reference.” Neither we nor the underwriters have authorized anyone to provide any information other than theinformation included or incorporated by reference herein, in the accompanying prospectus and in any relatedfree writing prospectus we file with the Securities and Exchange Commission (the “SEC”). We take nores