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, 2006
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.)
0350 Ormsby Park Place, Suite 300, Louisville, Kentucky 40223
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (502) 357-9000
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))
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Item 1.01. Entry into a Material Definitive Agreement.
On May 10, 2006, Ventas, Inc. (the "Company") entered into a Master Lease
Combination Amendment and Agreement (the "Agreement") by and among Kindred
Healthcare, Inc. ("Kindred"), Kindred Healthcare Operating, Inc. and the
Company, through its subsidiary, Ventas Realty, Limited Partnership.
The Company is party to four master leases with Kindred (the "Master Leases").
Under the Master Leases, the Company has a right to sever properties from the
existing leases in order to create additional leases. The Company exercised this
severance right in December 2001 with respect to Amended and Restated Master
Lease Agreement No. 1 dated as of April 20, 2001 ("Master Lease No. 1") to
create a new lease of 40 nursing centers (the "CMBS Lease"). In September 2004,
the Company exercised this severance right with respect to Master Lease No. 1 to
create a new lease of one hospital and seven nursing centers ("Master Lease No.
1A"). The CMBS Lease and Master Lease No. 1A were in substantially the same form
as the other Master Leases with certain modifications requested by the Company's
lenders and required to be made by Kindred pursuant to the Master Leases.
The Agreement recombines and merges the CMBS Lease and Master Lease No. 1A into
Master Lease No. 1. As a result of the Agreement, the CMBS Lease and Master
Lease No. 1A will cease to exist as separate agreements as the nursing centers
and hospitals covered by the CMBS Lease and Master Lease No. 1A have been
recombined into Master Lease No. 1.
A copy of the Agreement is attached hereto as Exhibit 10.1.
Item 1.02. Termination of a Material Definitive Agreement.
On May 10, 2006, in connection with the Agreement, the CMBS Lease and
Master Lease No. 1A will cease to exist as separate agreements as a result of
the Company and Kindred combining and merging the CMBS Lease and Master Lease
No. 1A into Master Lease No. 1.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits:
Exhibit Number Description
-------------- -----------
10.1 Master Lease Combination Amendment and Agreement by and
among Kindred Healthcare, Inc. (f/k/a Vencor, Inc.),
Kindred Healthcare Operating, Inc. (f/k/a Vencor Operating,
Inc.), and Ventas Realty, Limited Partnership dated as of
May 10, 2006.
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: May 16, 2006 By: /s/ T. Richard Riney
-----------------------------------
T. Richard Riney
Executive Vice President, General
Counsel and Corporate Secretary
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
10.1 Master Lease Combination Amendment and Agreement by and
among Kindred Healthcare, Inc. (f/k/a Vencor, Inc.),
Kindred Healthcare Operating, Inc. (f/k/a Vencor Operating,
Inc.), and Ventas Realty, Limited Partnership dated as of
May 10, 2006.