UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February
13, 2019
VENTAS, INC.
VENTAS REALTY, LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-10989
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61-1055020
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Delaware
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001-35831
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61-1324573
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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353 N. Clark Street, Suite 3300, Chicago, Illinois
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60654
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Ventas, Inc.: Emerging growth company ☐
Ventas Realty, Limited Partnership:
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Ventas, Inc.: ☐
Ventas Realty, Limited Partnership: ☐
Item 8.01. Other Events.
Certain U.S. Federal Income Tax Considerations
The discussion set forth under the heading “Certain U.S. Federal Income Tax Considerations” in Exhibit 99.1 hereto supersedes
and replaces the discussion under the heading “Certain U.S. Federal Income Tax Considerations” in the prospectus dated February 13, 2018, which is (i) a part of Ventas, Inc.’s (the “Company’s”) and Ventas Realty, Limited Partnership’s (the
“operating partnership’s”) Registration Statement on Form S-3 (File Nos. 333-222998 and 333-222998-01) filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2018 and (ii) attached to the prospectus supplement dated July 31,
2018 filed by the Company with the SEC on August 1, 2018 pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
Number
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Exhibit Description
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be
signed on their behalf by the undersigned thereunto duly authorized.
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VENTAS, INC. |
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Date: February 13, 2019
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By:
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/s/ T. Richard Riney |
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T. Richard Riney |
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Executive Vice President, Chief Administrative |
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Officer, General Counsel and Ethics and Compliance
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Officer
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VENTAS REALTY, LIMITED PARTNERSHIP
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By:
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VENTAS, INC., its General Partner
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By:
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/s/ T. Richard Riney
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T. Richard Riney
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Executive Vice President, Chief Administrative
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Officer, General Counsel and Ethics and Compliance
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Officer
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