Issuer Free Writing Prospectus filed pursuant to Rule 433 supplementing the Preliminary Prospectus Supplement dated September 12, 2006 and Prospectus dated April 7, 2006

Registration No. 333-133115

September 12, 2006

VENTAS REALTY, LIMITED PARTNERSHIP
VENTAS CAPITAL CORPORATION

$225,000,000 6 3/4% Senior Notes due 2017

Issuers:

 

Ventas Realty, Limited Partnership and Ventas Capital Corporation

 

 

 

Guarantors:

 

Ventas, Inc. and each of its current and future Restricted Subsidiaries (other than Excluded Joint Ventures) (as each term is defined in the prospectus supplement) until certain conditions are met.

Principal Amount:

 

$225,000,000. This represents an increase of $25,000,000 from the aggregate principal amount indicated on the cover page of the preliminary prospectus supplement.

Title of Securities:

 

6 3/4% Senior Notes due 2017

 

 

 

Final Maturity Date:

 

April 1, 2017

 

 

 

Public Offering Price:

 

99.375%

 

 

 

Gross Proceeds:

 

$223,593,750

 

 

 

Underwriting Discounts:

 

$2,062,500

 

 

 

Net Proceeds to Issuers before Expenses:

 

$221,531,250

 

 

 

Net Proceeds to Issuers after Expenses:

 

$221,231,250

 

 

 

Coupon:

 

6.750%

 

 

 

Yield:

 

6.834%

 

 

 

Interest Payment Dates:

 

April 1 and October 1

 

 

 

Record Dates:

 

March 15 and September 15

 

 

 

First Interest Payment Date:

 

April 1, 2007

 

 

 

Equity Clawback:

 

At any time prior to April 1, 2010, at a redemption price (expressed as a percentage of the principal amount of redeemed notes) of 106.750% plus accrued and unpaid interest.

 

 

 

 



 

Optional Redemption:

 

Commencing on or after April 1, 2012, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest if redeemed during the 12-month period beginning on April 1 of each of the years indicated below:

 

 

 

Year

 

Price

 

 

 

2012

 

103.375%

 

 

 

2013

 

102.250%

 

 

 

2014

 

101.125%

 

 

 

2015 and thereafter

 

100.000%

 

 

Make-Whole Redemption:

 

At any time prior to April 1, 2012, at a redemption price equal to 100% of the notes redeemed plus a make-whole premium calculated using a Reinvestment Rate (as defined in the prospectus supplement) equal to 50 basis points plus the yield on comparable Treasury securities plus accrued and unpaid interest. 

 

 

 

 

 

 

Trade Date:

 

September 12, 2006

 

 

 

 

 

 

 

 

 

Settlement Date:

 

September 19, 2006 (T + 5)

 

 

 

 

 

 

 

 

 

Form of Offering:

 

SEC Registered (Registration No. 333-133115)

 

 

 

 

 

 

 

Joint Book-Running Managers:

 

Banc of America Securities LLC
Citigroup

 

 

 

 

 

 

 

 

 

Estimated Expenses of Offering to

Be Paid By Issuers:

 

$300,000

 

 

 

 

Allocation:

 


Name

 

Principal Amount of
Notes to Be Purchased

 

 

 

Banc of America Securities LLC

 

$90,000,000

 

 

 

Citigroup Global Markets Inc.

 

$45,000,000

 

 

 

Merrill Lynch, Pierce, Fenner & Smith
                     Incorporated

 

$28,125,000

 

 

 

UBS Securities LLC

 

$28,125,000

 

 

 

BMO Capital Markets Corp.

 

$11,250,000

 

 

 

Deutsche Bank Securities Inc.

 

$11,250,000

 

 

 

KeyBanc Capital Markets, a Division of

McDonald Investments Inc.    

 


$11,250,000

 

 

 

Total

 

$225,000,000

 

 

CUSIP:

 

92276MAT2

 

 

 

 

 

 

 

 

 

ISIN:

 

US92276MAT27

 

 

 

 

 

 

 

 

 

Listing:

 

None

 

 

 

Capitalization:

(as of June 30, 2006)

 

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2006:

Ÿ      on an actual basis; and

Ÿ      as adjusted to give effect to the sale of the notes offered by this prospectus supplement and the application of the net proceeds therefrom.

 

 

 

 

 

Actual

 

As Adjusted

 

 

 

 

 

(in thousands)

 

 

Cash

 

$       1,932

 

$     56,163

 

 

 

Revolving credit facility

 

$   167,000

 

$            —

 

 

Existing senior notes

 

1,091,038

 

1,091,038

 

 

 

Senior notes offered hereby

 

—

 

225,000

 

 

Other long-term debt

 

624,871

 

624,871

 

 

 

 

 

 

 

 

 

 

Total debt

 

1,882,909

 

1,940,909

 

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

649,996

 

649,996

 

 

 

 

 

 

 

 

 

 

Total capitalization

 

$2,532,905

 

$2,590,905

 

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We expect that delivery of the notes will be made against payment on or about September 19, 2006, which will be the 5th business day following the date of pricing of the notes (such settlement cycle being herein referred to as “T + 5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, or Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle T + 5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes on the date of pricing or the next succeeding business day should consult their own advisor.

The issuers have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuers have filed with the SEC for more complete information about the issuers and this offering. You may get these documents free of charge by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by sending an email to dg.prospectus_distribution@bofasecurities.com or calling toll-free 1-800-294-1322.

 

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