Filed pursuant to Rule 424(b)(7)

Registration No. 333-165737

PROSPECTUS SUPPLEMENT NO. 1

(To prospectus dated March 26, 2010)

1,819,582 Shares

Ventas, Inc.

Common Stock

 

 

This prospectus supplement no. 1, which supplements the prospectus filed by us on March 26, 2010, relates to the resale from time to time by selling stockholders of the shares of common stock that may be issued to them upon the conversion of our 3 ⁷/8% Convertible Senior Notes due 2011.

You should read this prospectus supplement in conjunction with the related prospectus, including any amendments or supplements thereto, which should be delivered in conjunction with this prospectus supplement. This prospectus supplement is not complete without, and may not be delivered or used except in conjunction with the prospectus, including any such amendments or supplements. This prospectus supplement is qualified by reference to the prospectus, as previously supplemented, except to the extent that the information provided by this prospectus supplement supercedes information contained in the prospectus, as previously supplemented.

You should read and rely only on the information contained in this prospectus supplement and the related prospectus, as previously supplemented, together with additional information described on page 8 of the related prospectus under the heading “Where You Can Find More Information and Incorporation by Reference.” Neither we nor the selling stockholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the selling stockholders are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained or incorporated by reference in this prospectus supplement or the related prospectus, as previously supplemented, is accurate only as of the date of the documents containing the information.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 2 of the related prospectus.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or adequacy of this prospectus supplement or the related prospectus. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is July 30, 2010.

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The information appearing under the heading “Selling Stockholders” beginning on page 4 of the related prospectus is amended and restated in its entirety by the information below.

SELLING STOCKHOLDERS

Our 3 ⁷/8% Convertible Senior Notes due 2011 (the “notes”) were originally issued by us to and immediately resold by Banc of America Securities LLC and J.P. Morgan Securities, Inc. in transactions exempt from the registration requirements of the Securities Act to persons reasonably believed by the initial purchasers to be “qualified institutional buyers” as defined by Rule 144A under the Securities Act. Selling stockholders, including their transferees, pledgees, donees and successors, may from time to time offer and sell pursuant to this prospectus and any accompanying prospectus supplement any or all of the shares of our common stock that we may issue upon the conversion of the notes.

The table below sets forth the name of each selling stockholder and the number of shares of our common stock that would become beneficially owned by each selling stockholder should we issue our common stock that may be offered pursuant to this prospectus upon conversion of the notes. We have prepared the table below based on information provided to us by or on behalf of the selling stockholders on or prior to July 29, 2010. The selling stockholders may offer all, some or none of the shares of our common stock that we may issue upon the conversion of the notes. Accordingly, we cannot estimate the number of shares of our common stock that will be held by the selling stockholders upon consummation of any of these sales. In addition, the selling stockholders identified below may have acquired, sold, transferred or otherwise disposed of, in transactions exempt from the registration requirements of the Securities Act, all or a portion of their notes or shares of our common stock since the date on which they provided the information regarding their notes.

The number of shares of our common stock issuable upon the conversion of the notes shown in the table below assumes conversion of the full amount of notes held by each selling stockholder at the initial conversion rate of 22.1867 shares of our common stock per $1,000 principal amount of notes and a cash payment in lieu of any fractional share, assuming 10% annual growth in our dividend rate and 25% quarterly growth in the market price of our common stock. Effective June 9, 2010, the conversion rate was adjusted to 23.0862 shares per $1,000 principal amount of notes and is subject to further adjustment in certain events. Accordingly, the number of shares of our common stock issued upon the conversion of the notes may increase or decrease from time to time. Except as otherwise indicated, the number of shares of our common stock owned by the selling stockholders or any future transferee from any such holder assumes that they do not beneficially own any shares of common stock other than the common stock that we may issue to them upon the conversion of the notes.

Based upon information provided by the selling stockholders, none of the selling stockholders or their affiliates has, or within the past three years has had, any material relationship with us or any of our predecessors or affiliates.

To the extent any of the selling stockholders identified below are broker-dealers, they may be deemed to be, under interpretations of the staff of the Commission, “underwriters” within the meaning of the Securities Act.

Information about the selling stockholders may change over time. Any changed information will be set forth in supplements to this prospectus, if required.

 

Name of Selling Stockholder		Principal Amount of Notes Owned Prior to Offering		Number of Shares Beneficially Owned Prior to Offering		Number of Shares Being Offered		Number of Shares Beneficially Owned After Offering(1)		Percentage of Shares Outstanding (1)(2)
Admiral Flagship Master Fund, Ltd.		2,000,000		15,822		15,822		—		*
Advent Convertible Arb Master		4,558,000		36,059		36,059		—		*
Alcon Laboratories		493,000		3,900		3,900		—		*
AQR DELTA Master Account, L.P. (3)		500,000		3,955		3,955		—		*
AQR DELTA Sapphire Fund, L.P. (3)		500,000		3,955		3,955		—		*
Aristeia International Limited		9,883,000		78,186		78,186		—		*

 

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Name of Selling Stockholder		Principal Amount of Notes Owned Prior to Offering		Number of Shares Beneficially Owned Prior to Offering		Number of Shares Being Offered		Number of Shares Beneficially Owned After Offering(1)		Percentage of Shares Outstanding (1)(2)
Aristeia Partners LP		8,117,000		64,215		64,215		—		*
Arizona State Retirement Core Plan (4)		85,000		672		672		—		*
Arlington County Employees Retirement System		707,000		5,593		5,593		—		*
Basso Holdings Ltd.		12,554,000		99,317		99,317		—		*
BNP Paribas Arbitrage (5)		2,000,000		15,822		15,822		—		*
British Virgin Islands Social Security Board		163,000		1,289		1,289		—		*
Canyon Capital Arbitrage Master Fund, Ltd. (6)		2,720,000		21,518		21,518		—		*
Canyon Value Realization Fund, L.P. (6)		1,440,000		11,392		11,392		—		*
Canyon Value Realization MAC 18 Ltd. (6)		160,000		1,265		1,265		—		*
Citigroup Global Markets Inc. (7)		17,000,000		134,490		134,490		—		*
CNH CA Master Account, L.P. (3)		1,000,000		7,911		7,911		—		*
CQS Convertible and Quantitative Strategies Master Fund Limited		11,500,000		90,978		90,978		—		*
Credit Industriel Et Commercial		2,500,000		19,777		19,777		—		*
DBAG London (8)		6,000,000		47,467		47,467		—		*
DB RREEF Reflex Master Portfolio LTD (8)		5,000,000		39,556		39,556		—		*
Domestic & Foreign Missionary Society – DFMS		92,000		727		727		—		*
Deutsche Bank Securities (7)		350,000		2,768		2,768		—		*
FFVA Mutual Insurance Company		45,000		356		356		—		*
Fidelity Financial Trust: Fidelity Convertible Securities Fund (9)		12,000,000		94,934		94,934		—		*
Fidelity Financial Trust: Fidelity Strategic Dividend & Income Fund (9)		9,550,000		75,551		75,551		—		*
Fidelity Fixed-Income Trust: Fidelity High Income Fund (9)		14,285,000		113,011		113,011		—		*
Fidelity Institutional High Yield Fund (4)		600,000		4,746		4,746		—		*
Florida Fruit & Vegetable Association		69,000		545		545		—		*
Georgia Municipal Employee Benefit System		985,000		7,792		7,792		—		*
GLG Market Neutral Fund		20,000,000		158,224		158,224		—		*
GMIMCO Trust		500,000		3,955		3,955		—		*
Grady Hospital Foundation		135,000		1,068		1,068		—		*
Highbridge Convertible Arbitrage Master Fund LP		5,000,000		39,556		39,556		—		*
Highbridge International LLC		15,000,000		118,668		118,668		—		*
HFR CA Opportunity Master Trust		232,000		1,835		1,835		—		*
Independence Blue Cross		561,000		4,438		4,438		—		*
JPMorgan Securities, Inc. (7)		671,000		6,341		5,308		1,033		*
KBC Financial Products USA Inc. (7)		3,200,000		25,315		25,315		—		*
LDG Limited		222,000		1,756		1,756		—		*
Linden Capital LP		5,000,000		39,556		39,556		—		*
Luxor/Canyon Capital Arbitrage Fund Ltd. (6)		2,000,000		15,822		15,822		—		*
Lyxor Master Trust Fund		210,000		1,661		1,661		—		*
Merrill Lynch, Pierce, Fenner & Smith Incorporated (7)		6,300,000		49,840		49,840		—		*
MSS Convertible Arbitrage 1 Fund c/o TQA Investors, LLC		49,000		387		387		—		*
Nuveen Preferred & Convertible Multi-Strategy #1		250,000		1,977		1,977		—		*
Nuveen Preferred & Convertible Multi-Strategy #2		350,000		2,768		2,768		—		*
Occidental Petroleum Corporation		317,000		2,507		2,507		—		*
Old Lane Cayman Master Fund LP (10)		3,383,000		26,763		26,763		—		*
Old Lane GMA Master Fund LP (10)		920,000		7,278		7,278		—		*
Old Lane HMA Master Fund LP (10)		1,132,000		8,955		8,955		—		*
Old Lane U.S. Master Fund LP (10)		2,839,000		22,459		22,459		—		*
Oregon Convertible Opportunities Bond Fund (3)		500,000		3,955		3,955		—		*
Pro Mutual		894,000		7,072		7,072		—		*
Redbrick Capital Master Fund LTD.		24,500,000		193,824		193,824		—		*
S.A.C. Arbitrage Fund, LLC		6,500,000		51,422		51,422		—		*

 

S-2

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Name of Selling Stockholder		Principal Amount of Notes Owned Prior to Offering			Number of Shares Beneficially Owned Prior to Offering		Number of Shares Being Offered		Number of Shares Beneficially Owned After Offering(1)		Percentage of Shares Outstanding (1)(2)
San Francisco City & County ERS			1,400,000		11,075		11,075		—		*
Silvercreek Limited Partnership			20,000,000		158,224		158,224		—		*
Silvercreek II Limited			9,000,000		71,200		71,200		—		*
Sunrise Partners Limited Partnership (11)			5,000,000		39,556		39,556		—		*
Swiss Re Financial Products Corporation (12)			33,000,000		261,069		261,069		—		*
Symphony Convertible Bond Fund , L.P.			50,000		395		395		—		*
Tamalpais Asset Management, L.P .			11,000,000		87,023		87,023		—		*
The Assets Management Committee of the Coca-Cola Company Master Retirement Trust (4)			530,000		4,192		4,192		—		*
The Canyon Value Realization Fund (Cayman), Ltd. (6)			3,680,000		29,113		29,113		—		*
The City University of New York			141,000		1,115		1,115		—		*
The Grable Foundation			65,000		514		514		—		*
The Police & Fire Retirement System of the City of Detroit			418,000		3,306		3,306		—		*
Thrivent Financial for Lutherans (13)			1,500,000		93,866		11,866		82,000		*
TQA Master Fund, Ltd.			1,421,000		11,241		11,241		—		*
TQA Master Plus Fund, Ltd.			815,000		6,447		6,447		—		*
Trustmark Insurance Company			266,000		2,104		2,104		—		*
UBS O’Connor LLC f/b/o O’Connor Global Convertible Arbitrage Master Limited			6,820,000		53,954		53,954		—		*
UBS O’Connor LLC f/b/o O’Connor Global Convertible Arbitrage II Master Limited			680,000		5,379		5,379		—		*
Vicis Capital Master Fund			4,000,000		31,644		31,644		—		*
Waterstone Market Neutral Mac51 Fund, Ltd.			12,110,000		95,804		95,804		—		*
Waterstone Market Neutral Master Fund, Ltd.			21,390,000		169,220		169,220		—		*
Zurich Institutional Benchmarks Master Fund Ltd c/o TQA Investors, LLC			542,000		4,287		4,287		—		*
Total (14)		$	230,000,000

 

*	Less than 1%.

(1)

The beneficial ownership in this column assumes that the selling stockholder sells all of the shares offered by this prospectus that are beneficially owned by the selling stockholder and that prior to the sale of such shares the selling stockholder does not acquire additional shares or dispose of shares beneficially owned by the stockholder that are not being offered pursuant to this prospectus.

(2)	The percentage of outstanding shares is based on 157,080,577 shares of common stock outstanding as of July 26, 2010.

(3)

AQR Capital Management, LLC, a wholly owned subsidiary of AQR Capital Management Holdings, LLC, is the Investment Manager (the “Advisor”) of the selling stockholder and has sole voting and dispositive power over the shares offered by this prospectus and exercises full discretionary control relating to all investment decisions made on behalf of the selling stockholder. Investment principals for the Advisor are Clifford S. Asness, Ph.D., David G. Kabiller, CFA, Robert J. Krail, John M. Liew, Ph.D., Brian K. Hurst, Jacques A. Friedman, Oktay Kurbanov, Ronen Israel, Lars Nielsen, Michael Mendelson, Stephen Mellas and Gregor Andrade, Ph.D.

(4)

Notes indicated as owned by the selling stockholder are owned directly by various private investment accounts, primarily employee benefit plans, for which Fidelity Management Trust Company (“FMTC”) serves as trustee or managing agent. FMTC is a wholly owned subsidiary of FMR Corp. and a bank, as defined in Section 3(a)(6) of the Exchange Act.

(5)	The selling stockholder is under common ownership with BNP Paribas Securities Corp., a registered broker-dealer.

 

S-3

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(6)

The selling stockholder’s investment advisor, Canyon Capital Advisors, LLC, is under common ownership with Canyon Partners Incorporated, a registered broker-dealer. The selling stockholder has reported an open short position in our common stock as follows: Canyon Capital Arbitrage Master Fund, Ltd. – 30,859 shares; Canyon Value Realization Fund, L.P. – 16,337 shares; Canyon Value Realization MAC 18 Ltd. – 1,815 shares; Luxor/Canyon Capital Arbitrage Fund Ltd. – 20,487 shares; and The Canyon Value Realization Fund (Cayman), Ltd. – 37,702 shares.

(7)	The selling stockholder is a registered broker-dealer and consents to being named as an underwriter.

(8)	The selling stockholder is affiliated with Deutsche Bank Securities Inc., a registered broker-dealer.

(9)

The selling stockholder is a registered investment fund advised by Fidelity Management & Research Company (“FMR Co.”), an investment advisor registered under Section 203 of the Investment Advisers Act of 1940, as amended, and a wholly owned subsidiary of FMR Corp. The selling stockholder is an affiliate of a registered broker-dealer.

(10)	The selling stockholder is under common ownership with Citigroup Inc., a registered broker-dealer.

(11)	Paloma Securities L.L.C., a registered broker-dealer, is an indirect subsidiary of the selling stockholder.

(12)	The selling stockholder is affiliated with Swiss Re Capital Markets Corporation, a registered broker-dealer. The selling stockholder has reported an open short position of 285,000 shares of our common stock.

(13)	Thrivent Investment Management, Inc., a registered broker-dealer, is a wholly owned subsidiary of the selling stockholder.

(14)

Because certain of the selling stockholders may have sold, transferred or otherwise disposed of, in transactions exempt from the registration requirements of the Securities Act, all or a portion of their notes since the date on which they provided the information presented in this table, this prospectus may not reflect the exact amount of notes held by each selling stockholder on the date hereof. The aggregate principal amount of notes issued by us was $230,000,000.

Additional selling stockholders not named in this prospectus will not be able to use this prospectus for resales until they are named in the table above by prospectus supplement or post-effective amendment. Transferees, successors and donees of identified selling stockholders will not be able to use this prospectus for resales until they are named in the table above by prospectus supplement or post-effective amendment. If required, we will add transferees, successors and donees by prospectus supplement in instances where the transferee, successor or donee has acquired its shares from holders named in this prospectus after the effective date of this prospectus.

 

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