Ventas, Inc. — Capital/Financing Update 2010

Nov 8, 2010

Issuer Free Writing Prospectus filed pursuant to Rule 433

supplementing the Preliminary Prospectus Supplement dated

November 8, 2010 and the Prospectus dated April 6, 2009

Registration No. 333-158424

*VENTAS REALTY, LIMITED PARTNERSHIP*

*VENTAS CAPITAL CORPORATION*

*Fully and unconditionally guaranteed by Ventas, Inc.*

*$400,000,000 3.125% Senior Notes due 2015*

| Issuers: | Ventas
Realty, Limited Partnership and Ventas Capital Corporation |
| --- | --- |
| Guarantor: | Ventas, Inc. |
| Aggregate
Principal Amount: | $400,000,000 |
| Final
Maturity Date: | November 30,
2015 |
| Public
Offering Price: | 99.528%,
plus accrued and unpaid interest, if any, from November 16, 2010 |
| Coupon: | 3.125% |
| Yield
to Maturity: | 3.227% |
| Benchmark
Treasury: | 1.250%
due October 31, 2015 |
| Benchmark
Treasury Yield: | 1.127% |
| Spread
to Benchmark Treasury: | T+210
bps |
| Interest
Payment Dates: | May 30
and November 30, commencing May 30, 2011 |
| Optional
Redemption: | Make-whole
call at any time based on U.S. Treasury plus 40 basis points |
| Joint
Book-Running Managers: | Merrill
Lynch, Pierce, Fenner & Smith Incorporated Barclays
Capital Inc. Citigroup
Global Markets Inc. |
| Book-Running
Manager: | Credit
Agricole Securities (USA) Inc. |
| Co-Managers: | BMO
Capital Markets Corp. Deutsche
Bank Securities Inc. Goldman,
Sachs & Co. KeyBanc
Capital Markets Inc. RBC
Capital Markets, LLC UBS
Securities LLC |
| CUSIP
/ ISIN: | 92276M
AV7 / US92276MAV72 |
| Trade
Date: | November 8,
2010 |
| Settlement
Date: | November 16,
2010 (T+5). Under Rule 15(c)6-1 of the 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 the notes on the date of pricing of the notes or
the next two succeeding business day will be required, by virtue of the fact
that the notes initially will settle in T+5, to specify an alternative
settlement cycle at the time of any such trade to prevent failed settlement and
should consult their own advisors. |
| Form of
Offering: | SEC
Registered (Registration No. 333-158424) |

*Ventas, Inc. and the issuers have filed a registration statement (including a prospectus and a prospectus supplement) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and the prospectus supplement in that registration statement and other documents that Ventas, Inc. and the issuers have filed with the SEC for more complete information about Ventas, Inc., the issuers and this offering. You may get these documents for free by visiting the SEC Web site at www.sec.gov. Alternatively, Ventas, Inc., the issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated by telephone at 800-294-1322 or via email at dg.Prospectus_Requests@baml.com, Barclays Capital Inc. by telephone at 888-603-5847 or via email at barclaysprospectus@broadridge.com, or by contacting Citigroup Global Markets Inc. by telephone toll-free at 877-858-5407.*

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