Ventas, Inc. — Capital/Financing Update 2011

May 12, 2011

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2011

VENTAS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10989	61-1055020
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

111 S. Wacker Drive, Suite 4800, Chicago, Illinois	60606
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (877) 483-6827

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions .

Not applicable.

(d) Exhibits:

Exhibit
Number	Description
1.1	Underwriting Agreement dated May 10, 2011 among Ventas,
Inc., Ventas Realty, Limited Partnership, Ventas Capital
Corporation and the Underwriters named therein.
5.1	Opinion of Willkie Farr & Gallagher LLP.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| /s/ T. Richard Riney |
| --- |
| T. Richard Riney |
| Executive Vice President, Chief
Administrative Officer, General Counsel
and Corporate Secretary |

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EXHIBIT INDEX

Exhibit
Number	Description
1.1	Underwriting Agreement dated May 10, 2011 among Ventas,
Inc., Ventas Realty, Limited Partnership, Ventas Capital
Corporation and the Underwriters named therein.
5.1	Opinion of Willkie Farr & Gallagher LLP.

Folio /Folio