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): April 7, 2009
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:
| ¨ | 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)) |
| 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 |
Description | |
| 1.1 | Underwriting Agreement dated April 7, 2009 among Ventas, Inc., Ventas Realty, Limited Partnership and the Underwriters named therein (relating to common stock). | |
| 1.2 | Underwriting Agreement dated April 7, 2009 among Ventas, Inc., Ventas Realty, Limited Partnership, Ventas LP Realty, LLC, Ventas Capital Corporation and the Underwriters named therein (relating to senior notes). | |
| 5.1 | Opinion of Willkie Farr & Gallagher LLP (relating to common stock). | |
| 5.2 | Opinion of Willkie Farr & Gallagher LLP (relating to senior notes). | |
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. | ||||
| Date: April 13, 2009 | By: | /s/ T. Richard Riney | ||
| T. Richard Riney | ||||
| Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement dated April 7, 2009 among Ventas, Inc., Ventas Realty, Limited Partnership and the Underwriters named therein (relating to common stock). | |
| 1.2 | Underwriting Agreement dated April 7, 2009 among Ventas, Inc., Ventas Realty, Limited Partnership, Ventas LP Realty, LLC, Ventas Capital Corporation and the Underwriters named therein (relating to senior notes). | |
| 5.1 | Opinion of Willkie Farr & Gallagher LLP (relating to common stock). | |
| 5.2 | Opinion of Willkie Farr & Gallagher LLP (relating to senior notes). | |