Ventas Inc Sample Contracts

Ventas Inc – THIRD SUPPLEMENTAL INDENTURE by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and as Trustee 3.500% Senior Notes due 2024 4.875% Senior Notes due 2049 (February 26th, 2019)
Ventas Inc – VENTAS REALTY, LIMITED PARTNERSHIP $400,000,000 3.500% Senior Notes due 2024 $300,000,000 4.875% Senior Notes due 2049 (February 26th, 2019)
Ventas Inc – Ventas Reports 2018 Fourth Quarter and Full Year Results (February 8th, 2019)

CHICAGO--(BUSINESS WIRE)--February 8, 2019--Ventas, Inc. (NYSE: VTR) today announced its results for the fourth quarter and full year ended December 31, 2018.

Ventas Inc – Ventas Reports 2018 Third Quarter Results (October 26th, 2018)

Income from continuing operations per share was $0.29 compared to $0.44 in the same period in 2017. The change from the third quarter 2017 was principally due to the factors set forth below for normalized FFO, in addition to charges from the successful early refinancing of debt. Normalized Funds From Operations (“FFO”) per share was $0.99 compared to $1.04 in the same period in 2017. The change from the third quarter 2017 was principally due to the cumulative impact of using proceeds from asset divestitures and loan receivable collections to retire and reduce the Company’s debt balance. This impact was partially offset by growing property performance and the expected receipt of a $12 million, or $0.03 per share, fee in connection with Kindred Healthcare, Inc.’s “go private” transaction in July. Reported FFO per share, as defined by the National Association

Ventas Inc – CREDIT AND GUARANTY AGREEMENT (October 26th, 2018)

This CREDIT AND GUARANTY AGREEMENT, dated as of July 26, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (“Ventas Realty” or the “Borrower”), VENTAS, INC., a Delaware corporation (“Ventas”), as guarantor, the lending institutions party hereto from time to time (each, a “Lender” and collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent.

Ventas Inc – SECOND SUPPLEMENTAL INDENTURE by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and as Trustee 4.400% Senior Notes due 2029 (August 15th, 2018)

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of August 15, 2018 (the “Second Supplemental Indenture”), is by and among Ventas Realty, Limited Partnership, a Delaware limited partnership (the “Issuer”), Ventas, Inc., a Delaware corporation, and U.S. Bank National Association, having a Corporate Trust Office at 425 Walnut ML CN WN 06 CT, Cincinnati, Ohio 45202, as Trustee (the “Trustee”), under the Indenture (as defined below).

Ventas Inc – VENTAS REALTY, LIMITED PARTNERSHIP $750,000,000 4.400% Senior Notes due 2029 (August 15th, 2018)
Ventas Inc – News Release Ventas Announces Expiration and Results of Tender Offer for 4.750% Senior Notes Due 2021 (August 15th, 2018)

CHICAGO—(BUSINESS WIRE)—August 13, 2018—Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today the expiration and results of the previously announced offer by Ventas Realty, Limited Partnership (“Ventas Realty”) and Ventas Capital Corporation (“Ventas Capital” and, together with Ventas Realty, the “Issuers”), its wholly owned subsidiaries, to purchase for cash (the “Tender Offer”) any and all of their outstanding 4.750% Senior Notes due 2021 (the “Notes”), jointly issued by the Issuers and fully and unconditionally guaranteed by Ventas, which expired at 5:00 p.m., New York City time, on August 10, 2018 (the “Expiration Time”).

Ventas Inc – News Release Ventas Commences Tender Offer for 4.750% Senior Notes Due 2021 (August 6th, 2018)

CHICAGO—(BUSINESS WIRE)—August 6, 2018—Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today that Ventas Realty, Limited Partnership (“Ventas Realty”) and Ventas Capital Corporation (“Ventas Capital” and, together with Ventas Realty, the “Issuers”), its wholly owned subsidiaries, have commenced a cash tender offer for any and all of their outstanding 4.750% Senior Notes due 2021 (CUSIP No. 92276MAW5) (the “Notes”), which were jointly issued by the Issuers and are fully and unconditionally guaranteed by Ventas, on the terms and subject to the conditions set forth in the Offer to Purchase, dated the date hereof (the “Offer to Purchase”), the related Letter of Transmittal (the “Letter of Transmittal”), and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (the “Notice of Guaranteed Delivery”). As of August 6, 2018, there were $700,000,000 aggregate principal amount of Notes outstanding.  The tender offer is referred to herein as the “Offer.” The Of

Ventas Inc – ATM EQUITY OFFERINGSM SALES AGREEMENT (August 1st, 2018)

Ventas, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through any of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as sales agent and/or principal (each, an “Agent,” and collectively, the “Agents”), shares (the “Shares”) of the Company’s common stock, $0.25 par value (the “Common Stock”), having an aggregate gross sales price not to exceed $1,000,000,000.  The Company agrees that whenever it determines to sell Shares directly to an Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(k) hereof.  References h

Ventas Inc – Ventas Reports 2018 Second Quarter Results (July 27th, 2018)

Strong Earnings and Growth from High-Quality Portfolio Significant Enhancement of Financial Strength and Liquidity from Over $1.2 Billion in Year-To-Date Capital Recycling Company Receipt of Prepayment Fees on Debt Investments Positively Impacts Results Updates and Improves 2018 Guidance

Ventas Inc – Peter J. Bulgarelli Offer of Employment Term Sheet (April 27th, 2018)
Ventas Inc – EMPLOYEE PROTECTION AND NONCOMPETITION AGREEMENT (April 27th, 2018)

This EMPLOYEE PROTECTION AND NONCOMPETITION AGREEMENT (“Agreement”) by and between VENTAS, INC., a Delaware corporation (the “Company”), and Peter J. Bulgarelli (“Executive”), dated as of March 20, 2018, is effective immediately upon execution with respect to Section 3(a) of this Agreement and will become effective with respect to the rest of this Agreement upon Executive’s commencement of employment with the Company (the “Effective Date”).

Ventas Inc – Ventas Reports 2018 First Quarter Results (April 27th, 2018)

Strong Earnings and Enhanced Balance Sheet Strength Excellent Property Performance with Growth Across All Segments Enters Into Mutually Beneficial Agreements with Brookdale Senior Living Updates and Improves 2018 Guidance

Ventas Inc – VENTAS REALTY, LIMITED PARTNERSHIP $650,000,000 4.000% Senior Notes due 2028 (February 23rd, 2018)
Ventas Inc – FIRST SUPPLEMENTAL INDENTURE by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee 4.000% Senior Notes due 2028 (February 23rd, 2018)
Ventas Inc – News Release Ventas Announces Expiration and Results of Tender Offer for 4.00% Senior Notes Due 2019 (February 23rd, 2018)

CHICAGO—(BUSINESS WIRE)—Feb. 21, 2018— Ventas, Inc. (NYSE: VTR) announced today the expiration and results of the previously announced offer by Ventas Realty, Limited Partnership (“Ventas Realty”) and Ventas Capital Corporation (“Ventas Capital” and, together with Ventas Realty, the “Issuers”), its wholly-owned subsidiaries, to purchase for cash (the “Tender Offer”) any and all of their outstanding 4.00% Senior Notes due 2019 (the “Notes”), jointly issued by the Issuers and fully and unconditionally guaranteed by Ventas, which expired at 5:00 p.m., New York City time, on February 20, 2018 (the “Expiration Time”).

Ventas Inc – Ventas, Inc., Ventas Realty, Limited Partnership, and each of the Guarantors named herein (February 23rd, 2018)
Ventas Inc – Ventas Commences Tender Offer for 4.00% Senior Notes Due 2019 (February 13th, 2018)

CHICAGO--(BUSINESS WIRE)--February 13, 2018--Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced today that Ventas Realty, Limited Partnership (“Ventas Realty”) and Ventas Capital Corporation (“Ventas Capital” and, together with Ventas Realty, the “Issuers”), its wholly-owned subsidiaries, have commenced a cash tender offer for any and all of their outstanding 4.00% Senior Notes due 2019 (CUSIP No. 92276MAY1) (the “Notes”), which were jointly issued by the Issuers and are fully and unconditionally guaranteed by Ventas, on the terms and subject to the conditions set forth in the Offer to Purchase, dated the date hereof (the “Offer to Purchase”), the related Letter of Transmittal (the “Letter of Transmittal”), and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (the “Notice of Guaranteed Delivery”). As of February 13, 2018, there were $600,000,000 aggregate principal amoun

Ventas Inc – EMPLOYEE PROTECTION AND NONCOMPETITION AGREEMENT AMENDMENT (February 9th, 2018)

THIS EMPLOYEE PROTECTION AND NONCOMPETITION AGREEMENT AMENDMENT (“Amendment”) is made and entered into as of December 8, 2017 (the “Amendment Date”), by and between VENTAS, INC., a Delaware corporation (the “Company”) and ROBERT F. PROBST, an employee of the Company (“Employee”), pursuant to the terms of the Employee Protection and Noncompetition Agreement by and between the Company and Employee, dated as of September 16, 2014 (the “Agreement”). Unless otherwise provided, capitalized terms in this Amendment have the meaning set forth in the Agreement.

Ventas Inc – VENTAS EXECUTIVE DEFERRED STOCK COMPENSATION PLAN [____] DEFERRAL ELECTION FORM (February 9th, 2018)

Pursuant to Article 6 of the Ventas Executive Deferred Stock Compensation Plan (the “Plan”), I hereby elect to have (select one):

Ventas Inc – EMPLOYEE PROTECTION AND NONCOMPETITION AGREEMENT AMENDMENT (February 9th, 2018)

THIS EMPLOYEE PROTECTION AND NONCOMPETITION AGREEMENT AMENDMENT (“Amendment”) is made and entered into as of December 8, 2017 (the “Amendment Date”), by and between VENTAS, INC., a Delaware corporation (the “Company”) and JOHN D. COBB, an employee of the Company (“Employee”), pursuant to the terms of the Employee Protection and Noncompetition Agreement by and between the Company and Employee, dated as of October 21, 2013 (the “Agreement”). Unless otherwise provided, capitalized terms in this Amendment have the meaning set forth in the Agreement.

Ventas Inc – Ventas Reports 2017 Fourth Quarter and Full Year Results (February 9th, 2018)

Strong 2017 Earnings and Property Performance Over $900 Million of Strategic Dispositions in 2017 with Gains Exceeding $700 Million Outstanding Financial Condition and Liquidity 2018 Guidance Incorporates Property Level Growth, $1.5 Billion of Capital Recycling and Further Enhancement of Financial Strength

Ventas Inc – VENTAS EXECUTIVE DEFERRED STOCK COMPENSATION PLAN (February 9th, 2018)
Ventas Inc – EMPLOYMENT TRANSITION AGREEMENT (October 27th, 2017)

This EMPLOYMENT TRANSITION AGREEMENT (“Agreement”) is entered into as of the 25th day of July, 2017 (the “Execution Date”), by and between VENTAS, INC., a Delaware corporation (the “Company”), and Todd W. Lillibridge (“Employee”). The Agreement is effective (the “Effective Date”) as of the earlier of (i) the start date for the Employee’s successor (the “Transition Date”) and (ii) the 14th day of February, 2018, assuming Employee remains employed by the Company through such date. For the avoidance of doubt, the Agreement shall terminate and be of no force and effect if Employee’s employment with the Company terminates prior to the Effective Date.

Ventas Inc – Ventas Reports 2017 Third Quarter Results (October 27th, 2017)

Earnings Growth and Enhanced Financial Strength Property Level Growth Across All Segments; Updated and Improved 2017 Guidance Over $600 Million of Strategic Dispositions with Gains Exceeding $500 Million Expansion of Attractive University-Based Life Science Business

Ventas Inc – FOURTH SUPPLEMENTAL INDENTURE by and among Ventas Canada Finance Limited, as Issuer Ventas, Inc., as Guarantor and Computershare Trust Company of Canada, as Trustee Cdn$275,000,000 2.55% Senior Notes, Series D due 2023 ___________________ Dated as of June 1, 2017 Supplement to Indenture dated as of September 24, 2014 (Senior Debt Securities) (July 28th, 2017)

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of June 1, 2017 (the “Fourth Supplemental Indenture”), is by and among Ventas Canada Finance Limited, a Nova Scotia company, as issuer (the “Issuer”), Ventas, Inc., a Delaware corporation, as Guarantor, and Computershare Trust Company of Canada, as trustee (the “Trustee”), having a Corporate Trust Office at 11th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, as Trustee under the Indenture (defined below).

Ventas Inc – VENTAS, INC. RESTRICTED STOCK UNIT AGREEMENT (April 28th, 2017)

THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made and entered into as of the ___ day of _______ (the “Grant Date”), by and between VENTAS, INC., a Delaware corporation (the “Company”), and ________, an employee of the Company (“Employee”), pursuant to the Ventas, Inc. 2012 Incentive Plan (the “Plan”).

Ventas Inc – VENTAS, INC. RESTRICTED STOCK UNIT AGREEMENT (April 28th, 2017)

THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made and entered into as of the _____ day of __________ (the “Grant Date”), by and between VENTAS, INC., a Delaware corporation (the “Company”), and _______________, an employee of the Company (“Employee”), pursuant to the Ventas, Inc. 2012 Incentive Plan (the “Plan”).

Ventas Inc – VENTAS, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (April 28th, 2017)

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made and entered into as of the _____ day of __________ (the “Grant Date”), by and between VENTAS, INC., a Delaware corporation (the “Company”), and _______________, an employee of the Company (“Employee”), pursuant to the Ventas, Inc. 2012 Incentive Plan (the “Plan”).

Ventas Inc – VENTAS, INC. RESTRICTED STOCK UNIT AGREEMENT (April 28th, 2017)

THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made and entered into as of the _____ day of __________ (the “Grant Date”), by and between VENTAS, INC., a Delaware corporation (the “Company”), and _______________, an employee of the Company (“Employee”), pursuant to the Ventas, Inc. 2012 Incentive Plan (the “Plan”).

Ventas Inc – VENTAS, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (April 28th, 2017)

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made and entered into as of the _____ day of __________ (the “Grant Date”), by and between VENTAS, INC., a Delaware corporation (the “Company”), and _______________, an employee of the Company (“Employee”), pursuant to the Ventas, Inc. 2012 Incentive Plan (the “Plan”).

Ventas Inc – VENTAS, INC. RESTRICTED STOCK UNIT AGREEMENT (April 28th, 2017)

THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made and entered into as of the ___ day of _______ (the “Grant Date”), by and between VENTAS, INC., a Delaware corporation (the “Company”), and ________, an employee of the Company (“Employee”), pursuant to the Ventas, Inc. 2012 Incentive Plan (the “Plan”).

Ventas Inc – FIRST AMENDMENT TO THE VENTAS, INC. 2012 INCENTIVE PLAN (April 28th, 2017)

THIS FIRST AMENDMENT to the Ventas, Inc. 2012 Incentive Plan (effective as of January 1, 2013) (the “Plan”) was approved on February 9, 2017, by the Board of Directors of Ventas, Inc., a Delaware corporation, pursuant to the authority reserved to it under Section 12.3 of the Plan, to be effective as of January 1, 2017.

Ventas Inc – SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT Dated as of April 25, 2017 among VENTAS REALTY, LIMITED PARTNERSHIP, VENTAS SSL ONTARIO II, INC., VENTAS SSL ONTARIO III, INC., VENTAS CANADA FINANCE LIMITED, VENTAS UK FINANCE, INC., VENTAS EURO FINANCE, LLC, as Borrowers, VENTAS, INC., as Guarantor, THE LENDERS PARTY HERETO FROM TIME TO TIME, BANK OF AMERICA, N.A., as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and JPMORGAN CHASE BANK, N.A., as Joint Bookrunners (April 28th, 2017)

This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of April 25, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (“Parent Borrower”), VENTAS SSL ONTARIO II, INC., an Ontario corporation (“Ventas SSL II”), VENTAS SSL ONTARIO III, INC., an Ontario corporation (“Ventas SSL III”), VENTAS CANADA FINANCE LIMITED, a Nova Scotia limited company (“Ventas Canada Finance Limited”), VENTAS UK FINANCE, INC., a Delaware corporation (“Ventas UK Finance”), VENTAS EURO FINANCE, LLC, a Delaware limited liability company (“Ventas Euro Finance”), and each of the entities from time to time executing a Borrower Joinder Agreement (together with the Parent Borrower, Ventas SSL II, Ventas SSL III, Ventas Canada Finance Limited, Ventas UK Finance and Ventas Euro Finance, the “Borrowers” and each individually a “Borrower”), VENTAS, INC., a Delaware corpora