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): January 5, 2015

 

VENTAS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

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:

 

x  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 8.01.                                        Other Events.

 

On January 5, 2015, Ventas, Inc. (the “Company”) announced that its Board of Directors has declared a prorated dividend on the Company’s common stock, conditioned upon the completion of its pending acquisition of American Realty Capital Healthcare Trust, Inc. (“HCT”) pursuant to a merger of HCT with and into a wholly owned subsidiary of the Company (the “Merger”).

 

The dividend will be payable in cash to stockholders of record at the close of business on the last business day prior to the date on which the Merger becomes effective (the “Effective Time”).  The per share dividend amount payable by the Company will be equal to the Company’s most recent quarterly dividend rate ($0.79), multiplied by the number of days elapsed since the Company’s last dividend record date (December 22, 2014) through and including the day immediately prior to the day on which the Effective Time occurs, divided by the actual number of days in the calendar quarter in which such dividend is declared (90).

 

A copy of the press release issued by the Company on January 5, 2015 is filed herewith as Exhibit 99.1 and incorporated in this Item 8.01 by reference.

 

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 Number		Description
99.1		Press release issued by the Company January 5, 2015.

 

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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: January 6, 2015	By:	/s/ Kristen M. Benson
		Kristen M. Benson
		Senior Vice President, Associate General Counsel and Corporate Secretary

 

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press release issued by the Company on January 5, 2015.

 

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