FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VENTAS, INC.
VENTAS REALTY, LIMITED PARTNERSHIP
VENTAS CAPITAL CORPORATION
(Exact name of registrants as specified in their charters)
Delaware Delaware Delaware |
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61-1055020 61-1324573 35-2168770 |
(State of incorporation) |
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(I.R.S. Employer Identification No.) |
353 N. Clark Street, Suite 3300 |
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Chicago, Illinois |
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60654 |
(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered |
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Name of each exchange on which each class is to be registered |
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5.45% Senior Notes due 2043 |
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New York Stock Exchange LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box. o
Securities Act registration statement file number as to which this form relates: 333-180521
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN A REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
The securities to be registered hereby are the 5.45% Senior Notes due 2043 (the Notes) issued by Ventas Realty, Limited Partnership and Ventas Capital Corporation (together, the Issuers), each a wholly owned subsidiary of Ventas, Inc. (the Company and, collectively with the Issuers, the Registrants), and guaranteed on a senior unsecured basis by the Company. A description of the Notes is set forth in the section captioned Description of Debt Securities in the Companys registration statement on Form S-3 (File No. 333-180521) filed with the United States Securities and Exchange Commission (the Commission) on April 2, 2012, as supplemented by the section captioned Description of Notes in the Companys prospectus supplement dated February 28, 2013 and filed with the Commission on March 4, 2013 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which description is incorporated herein by reference.
Item 2. Exhibits.
4.1 Indenture dated as of September 19, 2006 by and among Ventas, Inc., Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuer(s), the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.9 to the Companys Registration Statement on Form S-3, File No. 333-133115).
4.2 Form of Ninth Supplemental Indenture, to be dated as of March 7, 2013, by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 7, 2013
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VENTAS, INC. | |
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By: |
/s/ Kristen M. Benson |
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Name: |
Kristen M. Benson |
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Title: |
Vice President, Associate General Counsel and Corporate Secretary |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 7, 2013
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VENTAS REALTY, LIMITED PARTNERSHIP | |
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By: |
Ventas, Inc., its General Partner |
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By: |
/s/ Kristen M. Benson |
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Name: |
Kristen M. Benson |
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Title: |
Vice President, Associate General Counsel and Corporate Secretary |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 7, 2013
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VENTAS CAPITAL CORPORATION | |
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By: |
/s/ Kristen M. Benson |
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Name: |
Kristen M. Benson |
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Title: |
Vice President and Secretary |