Ventas, Inc. — Capital/Financing Update 2016

Sep 21, 2016

*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): September 14, 2016

*VENTAS, INC.* (Exact Name of Registrant as Specified in Its Charter)

Delaware	1-10989	61-1055020
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

353 N. Clark Street, Suite 3300, Chicago, Illinois	60654
(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 8.01. Other Events.*

On September 21, 2016, Ventas Realty, Limited Partnership (“Ventas Realty”), a wholly owned subsidiary of Ventas, Inc. (the “Company”), issued and sold $450 million aggregate principal amount of its 3.250% Senior Notes due 2026 (the “Notes”) in a registered public offering pursuant to a Registration Statement on Form S-3 (File No. 333- 202586) filed under the Securities Act of 1933, as amended, which Registration Statement became automatically effective on March 6, 2015. The Notes were sold pursuant to an Underwriting Agreement dated September 14, 2016 (the “Underwriting Agreement”) among Ventas Realty, the Company, and the underwriters named therein.

The Notes were issued under the Indenture dated as of July 16, 2015 (the “Base Indenture”), as amended by the Third Supplemental Indenture dated as of September 21, 2016 (the “Third Supplemental Indenture”), among Ventas Realty, the Company and U.S. Bank National Association, as trustee.

Copies of the Underwriting Agreement, the Base Indenture and the Third Supplemental Indenture are incorporated by reference herein or filed herewith as Exhibits 1.1, 4.1 and 4.2, respectively.

*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 September 14, 2016 among Ventas Realty, Limited Partnership, Ventas, Inc. and the Underwriters named therein relating to the 3.250% Senior Notes due 2026.
4.1	Indenture dated as of July 16, 2015 by and among Ventas, Inc., Ventas Realty, Limited Partnership, the Guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on July 16, 2015).
4.2	Third Supplemental Indenture dated as of September 21, 2016 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.250% Senior Notes due 2026.
5.1	Opinion of Sidley Austin LLP regarding the 3.250% Senior Notes due 2026.
23.1	Consent of Sidley Austin LLP (included in Exhibit 5.1).

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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.

VENTAS, INC. — By:	/s/ T. Richard Riney
Name:	T. Richard Riney
Title:	Executive Vice President, Chief Administrative Officer, General Counsel and Ethics and Compliance Officer

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*EXHIBIT INDEX*

Exhibit Number	Description
1.1	Underwriting Agreement dated September 14, 2016 among Ventas Realty, Limited Partnership, Ventas, Inc. and the Underwriters named therein relating to the 3.250% Senior Notes due 2026.
4.1	Indenture dated as of July 16, 2015 by and among Ventas, Inc., Ventas Realty, Limited Partnership, the Guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on July 16, 2015).
4.2	Third Supplemental Indenture dated as of September 21, 2016 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.250% Senior Notes due 2026.
5.1	Opinion of Sidley Austin LLP regarding the 3.250% Senior Notes due 2026.
23.1	Consent of Sidley Austin LLP (included in Exhibit 5.1).

4

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