VENTAS, INC. (NYSE:VTR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

The disclosures contained in Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant of this Current Report on Form 8-K
are incorporated in this Item 1.01 by reference. Item
2.02. Results of Operations and Financial Condition.

On April 28, 2017, Ventas, Inc. (the Company) issued a press
release announcing its results of operations for the quarter
ended March 31, 2017. A copy of the press release is furnished
herewith as Exhibit 99.1 and incorporated in this Item 2.02 by
reference. Item 2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.

On April 25, 2017, Ventas Realty, Limited Partnership (Ventas
Realty), Ventas SSL Ontario II, Inc., Ventas SSL Ontario III,
Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc. and
Ventas Euro Finance, LLC, each of which is a direct or indirect
wholly owned subsidiary of the Company, as borrowers
(collectively, the Borrowers), and the Company, as guarantor,
entered into a Second Amended and Restated Credit and Guaranty
Agreement (the New Credit Agreement), with the lenders identified
therein, Bank of America, N.A., as Administrative Agent and
Alternative Currency Fronting Lender, and Bank of America, N.A.
and JPMorgan Chase Bank, N.A., as Swing Line Lenders and L/C
Issuers. The New Credit Agreement provides for a $3.0 billion
unsecured revolving credit facility (the Revolving Credit
Facility) and also evidences the $200 million unsecured term loan
facility maturing in 2018 (the 2018 Term Facility) and the $800
million unsecured term loan facility maturing in 2019, a portion
of which is in the form of Canadian dollar borrowings (the 2019
Term Facility), which were, in each case, originally provided for
to the Existing Credit Agreement (as defined below).

The New Credit Agreement replaces the Companys existing unsecured
credit facility (which provided for, in part, a $2.0 billion
unsecured revolving credit facility) evidenced by that certain
Amended and Restated Credit and Guaranty Agreement, dated as of
December 9, 2013, by and among the Borrowers, the Company, as
guarantor, the lenders identified therein and Bank of America,
N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and
Alternative Currency Fronting Lender (the Existing Credit
Agreement).

Aggregate borrowing capacity under the New Credit Agreement may
be increased, at the Borrowers option, to up to $3.75 billion by
increasing the amount of the Revolving Credit Facility or by
incurring additional term loans, in each case subject to the
satisfaction of certain conditions set forth in the New Credit
Agreement, including the receipt of additional commitments for
such increase.

The Revolving Credit Facility includes sublimits of (i) up to
$200 million for letters of credit, (ii) up to $250 million for
swingline loans, (iii) up to $1.0 billion for loans in certain
alternative currencies, and (iv) up to 50% of the facility for
certain negotiated rate loans.

The Borrowers obligations under the New Credit Agreement are
guaranteed by the Company and rank equal in right of payment with
all other senior unsecured obligations of the Borrowers and the
Company.

Borrowings outstanding under the New Credit Agreement bear
interest at a fluctuating rate per annum equal to the applicable
LIBOR for Eurocurrency rate loans and the higher of (i) the
federal funds rate plus 0.50%, (ii) the Administrative Agents
prime rate and (iii) the applicable LIBOR plus 1.0% for base rate
loans, plus, in each case, a spread based on Ventas Realtys
senior unsecured long-term debt ratings (Debt Ratings).
Negotiated rate loans to the New Credit Agreement bear interest
at the rate agreed to between the relevant Borrower and the
applicable lender. The Borrowers are also obligated to pay an
annual facility fee on the aggregate commitments under the
Revolving Credit Facility based on Ventas Realtys Debt Ratings.
Based on Ventas Realtys current Debt Ratings, the applicable
spread is 0.875% for Eurocurrency rate revolving loans, 1.05% for
Eurocurrency rate term loans, 0.00% for base rate revolving loans
and 0.05% for base rate term loans, and the facility fee is 15
basis points.

The Revolving Credit Facility matures on April 25, 2021, but may
be extended, at the Borrowers option, for up to two additional
periods of six-months each, subject to the satisfaction of
certain conditions set forth in the New Credit Agreement. The
2018 Term Facility matures on January 31, 2018, and the 2019 Term
Facility matures on January 31, 2019. Borrowings outstanding
under the New Credit Agreement may be repaid from time to time
without premium or penalty, other than customary breakage costs,
if any, with respect to Eurocurrency rate loans.

Except as set forth above, the terms of the New Credit Agreement
are substantially consistent with the terms of the Existing
Credit Agreement. In particular, the New Credit Agreement imposes
certain customary restrictions on the Borrowers, the Company and
their subsidiaries, including restrictions pertaining to: (i)
liens; (ii) investments; (iii) the incurrence of additional
indebtedness; (iv) mergers and dissolutions; (v) certain
dividend, distribution and other payments; (vi) permitted
businesses; (vii) transactions with affiliates; (viii) agreements
limiting certain liens; and (ix) the maintenance of certain
consolidated total leverage, secured debt leverage, unsecured
debt leverage and fixed charge coverage ratios and minimum
consolidated adjusted net worth. The New Credit Agreement also
contains customary events of default. If a default occurs and is
continuing, the Borrowers may be required to repay all amounts
outstanding under the New Credit Agreement.

The foregoing description of the New Credit Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the New Credit Agreement, a copy of
which will be filed with the Companys Quarterly Report on Form
10-Q for the three months ended March 31, 2017.

The representations, warranties and covenants contained in the
New Credit Agreement were made as of a specified date, may be
subject to a contractual standard of materiality different from
what might be viewed as material to investors, or may have been
used for the purpose of allocating risk between the parties.
Accordingly, the representations and warranties in the New Credit
Agreement are not necessarily characterizations of the actual
state of facts about the Company, the Borrowers and their
subsidiaries at the time they were made or otherwise and should
be read only in conjunction with the other information that the
Company makes publicly available in reports, statements and other
documents filed with the Securities and Exchange Commission.
Investors are not third-party beneficiaries of, and should not
rely upon, such representations, warranties and covenants.

Item 9.01. Financial Statements and Exhibits.

About VENTAS, INC. (NYSE:VTR)

Ventas, Inc. is a healthcare real estate investment trust (REIT) with its properties located throughout the United States, Canada and the United Kingdom. The Company operates through three segments: triple-net leased properties, senior living operations and MOB operations. In its triple-net leased properties segment, the Company acquires and owns seniors housing and healthcare properties throughout the United States and the United Kingdom. Through its senior living operations segment, the Company invests in seniors housing communities throughout the United States and Canada, and engages independent operators to manage approximately 304 of its seniors housing communities. It owns approximately 1,300 properties, including properties classified as held for sale; MOBs; skilled nursing facilities; specialty hospitals, and general acute care hospitals. It leases approximately 575 properties to various healthcare operating companies under triple-net or absolute-net leases.

VENTAS, INC. (NYSE:VTR) Recent Trading Information

VENTAS, INC. (NYSE:VTR) closed its last trading session up +0.11 at 64.12 with 1,331,795 shares trading hands.