Ventas, Inc S-4/A, filed Aug 9, 2021

Ventas, Inc. (VTR)

S-4/A 2021-08-09

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	Page
QUESTIONS AND ANSWERS		1
SUMMARY		8
COMPARATIVE PER SHARE MARKET PRICE INFORMATION		18
RISK FACTORS		19
Risks Relating to the Merger		19
Risks Relating to Ventas After Completion of the Transaction		23
Risks Relating to the Status of Ventas and New Senior as REITs		25
Risks Relating to an Investment in Ventas Common Stock Following the Merger		26
Other Risks		27
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		29
INFORMATION ABOUT THE COMPANIES		31
THE MERGER		32
Background of the Merger		32
Recommendation of the New Senior Board; New Senior’s Reasons for the Merger		41
Opinion of New Senior’s Financial Advisor		46
Certain New Senior Forecasts		53
Interests of New Senior Directors and Executive Officers in the Merger		56
Directors and Management Following the Merger		61
Treatment of New Senior Stock Options, Restricted Stock and RSU Awards in the Merger		61
Accounting Treatment		62
Regulatory Matters		62
Exchange of Shares in the Merger		62
Dividends		63
Listing of Ventas Common Stock in the Merger		64
De-Listing and Deregistration of New Senior Common Stock		64
No Appraisal Rights		64
Litigation Related to the Merger		64
Treatment of Indebtedness and Preferred Stock		65
THE MERGER AGREEMENT		66
Form of the Merger		66
Merger Consideration		66
Treatment of New Senior Stock Options, Restricted Stock and RSU Awards in the Merger		67
Closing; Effective Time		67
Charter and Bylaws		68
Directors and Officers		68
Exchange of Shares in the Merger		68
Representations and Warranties of New Senior		68
Representations and Warranties of Ventas and Merger Sub		69
Definition of “Material Adverse Effect”		70
Conduct of New Senior’s Business Pending the Merger		71
Conduct of Ventas’s Business Pending the Merger		74

	Page
Other Covenants and Agreements		75
The Special Meeting		76
Employee Matters		77
Dividends		77
No Solicitation; Change in New Senior Board Recommendation		78
Conditions to Completion of the Merger		81
Fees and Expenses		82
Termination of the Merger Agreement		83
Director and Officer Indemnification and Insurance		85
Amendment, Extension and Waiver of the Merger Agreement		85
Governing Law		85
Specific Performance; Remedies		86
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		87
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS REGARDING VENTAS’S TAXATION AS A REIT		90
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF VENTAS COMMON STOCK		105
THE SPECIAL MEETING		113
NEW SENIOR PROPOSALS		118
DESCRIPTION OF VENTAS CAPITAL STOCK		121
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		123
COMPARISON OF RIGHTS OF VENTAS STOCKHOLDERS AND NEW SENIOR STOCKHOLDERS		125
LEGAL MATTERS		133
EXPERTS		133
FUTURE STOCKHOLDER PROPOSALS		134
OTHER MATTERS		135
HOUSEHOLDING OF PROXY MATERIALS		135
WHERE YOU CAN FIND MORE INFORMATION		136
ANNEX A: AGREEMENT AND PLAN OF MERGER		A-1
ANNEX B: OPINION OF MORGAN STANLEY & CO. LLC		B-1
PART II INFORMATION NOT REQUIRED IN PROSPECTUS		II-1

	Ventas Common Stock (Close)			New Senior Common Stock (Close)			Equivalent Per Share Value of Merger Consideration (giving effect to the Exchange Ratio) (Close)
June 25, 2021		$	58.31		$	6.91		$	9.10
August 6, 2021		$	58.30		$	9.00		$	9.10

Date	Ventas Common Stock									New Senior Common Stock
Date	High			Low			Close			High			Low			Close
June 25, 2021		$	58.35		$	57.64		$	58.31		$	6.99		$	6.91		$	6.91
August 6, 2021		$	60.78		$	58.01		$	58.30		$	9.38		$	8.96		$	9.00

Date	Ventas Common Stock									New Senior Common Stock
Date	High			Low			Close			High			Low			Close
June 25, 2021		$	58.35		$	57.64		$	58.31		$	9.11		$	9.00		$	9.10
August 6, 2021		$	60.78		$	58.01		$	58.30		$	9.49		$	9.06		$	9.10

	New Senior Metric	Selected Comparable Company Multiple Range				Illustrative Share Price Range
	New Senior Metric	Low		High		Low			High
P / 2022E FFO Per Share	$0.60		11.2x		13.2x		$	6.74		$	7.94
P / 2023E FFO Per Share	$0.62		10.1x		12.1x		$	6.24		$	7.48
Average							$	6.49		$	7.71

	New Senior Metric	Selected Comparable Company Multiple Range				Illustrative Share Price Range
	New Senior Metric	Low		High		Low			High
P / 2022E AFFO Per Share	$0.64		12.4x		14.4x		$	7.93		$	9.21
P / 2023E AFFO Per Share	$0.69		10.8x		12.8x		$	7.48		$	8.86
Average							$	7.71		$	9.04
AV / 2022E EBITDA	$107 million		16.7x		17.7x		$	3.31		$	4.53
AV / 2023E EBITDA	$115 million		15.8x		16.8x		$	3.71		$	5.03
Average							$	3.51		$	4.78
Premium / (Discount) to Cons. NAV	$7.40		(10%)		5%		$	6.66		$	7.77

	Selected Range				New Senior Share Price			Implied Share Price
	1st Quartile		3rd Quartile		New Senior Share Price			Low			High
Premium to Unaffected Price		13.6%		22.2%		$	6.91		$	7.85		$	8.45

Metrics	Implied Exchange Ratio
High		0.1402x
Last three-month Average		0.1212x
Current (June 25, 2021)		0.1185x
Last Year Average		0.1093x
Average		0.1048x
Low		0.0741x

	Fiscal Year Ending December 31,(1)
	2021 E (1)			2022 E			2023 E			2024 E			2025 E
Total Cash Revenue (2)		$	321.6		$	348.8		$	374.8		$	396.8		$	415.5
Cash NOI (3)		$	118.2		$	134.6		$	147.5		$	159.7		$	171.6
Normalized Funds From Operations (NFFO) (4)		$	35.4		$	58.0		$	70.6		$	78.8		$	88.1
Adjusted Funds From Operations (AFFO) (5)		$	45.9		$	67.3		$	80.2		$	88.6		$	96.9
Dividends Per Share		$	0.26		$	0.26		$	0.26		$	0.26		$	0.26

Name	New Senior Stock Options (#)		Value ($)			New Senior Restricted Stock Awards and/or New Senior RSU Awards (time- based) (#)(1)		Value ($)(2)			New Senior RSU Awards (performance- based) (#)(3)		Value ($)(4)
Directors
Frances Aldrich Sevilla-Sacasa		—			—		15,129		$	133,892		—			—
Norman Jenkins		—			—		15,129		$	133,892		—			—
Michael Malone		—			—		15,129		$	133,892		—			—
David Milner		—			—		15,129		$	133,892		—			—
Robert Savage		—			—		15,129		$	133,892		—			—
Cassia van der Hoof Holstein		—			—		15,129		$	133,892		—			—
Executive Officers
Susan Givens		666,666		$	3,716,663		390,542		$	3,653,507		2,050,114		$	19,212,816
Bhairav Patel		111,100		$	619,383		74,741		$	694,163		204,416		$	1,927,051
Lori Marino		104,166		$	338,019		57,851		$	534,829		239,297		$	2,226,161

Name	Salary and Target Bonus ($)(1)			2021 Bonus ($)(2)			Value ($)
Susan Givens		$	5,625,000		$	1,875,000		$	7,500,000
Bhairav Patel		$	1,400,000		$	525,000		$	1,925,000
Lori Marino		$	1,700,000		$	637,500		$	2,337,500

Named Executive Officer	Cash ($)(1)			Equity ($)(2)			Perquisites / Benefits ($)(3) (4)			Total ($)
Susan Givens		$	7,500,000		$	26,582,986		$	34,674		$	34,117,660
Bhairav Patel		$	1,925,000		$	3,240,597		$	34,674		$	5,200,271
Lori Marino		$	2,337,500		$	3,099,009		$	34,674		$	5,471,183

Name and Address of Beneficial Owner of Shares of New Senior Common Stock(1)	Amount and Nature of Beneficial Ownership		Percent of Class(2)
Beneficial Owners of More than 5% of New Senior Common Stock
The Vanguard Group(3)		8,021,620		9.5%
Fortress Investment Group LLC and certain affiliates(4)		6,712,134		8.0%
BlackRock, Inc.(5)		6,027,271		7.2%
Renaissance Technologies LLC(6)		5,171,453		6.2%
Leon G. Cooperman(7)		5,094,600		6.1%
Versor Investments LP / Asset Management Exchange Master ICAV(8)		4,576,377		5.4%
Named Executive Officers and Directors:
Frances Aldrich Sevilla-Sacasa(9)		9,404		*
Susan Givens(9)		1,772,380		2.1%
Norman K. Jenkins(9)		11,874		*
Michael D. Malone(9)		73,537		*
Lori B. Marino(9)		269,559		*
David H. Milner(9)		198,618		*
Bhairav Patel(9)		309,352		*
Robert F. Savage(9)		348,708		*
Cassia van der Hoof Holstein(9)		75,670		*
All executive officers and directors as a group (nine persons)		3,069,102		3.7%

	Ventas			New Senior Investment Group
	Authorized Stock
	Ventas is authorized to issue:			New Senior is authorized to issue:
	600,000,000 shares of Ventas Common Stock, of which 380,352,586 shares were issued and outstanding as of August 6, 2021.			2,000,000,000 shares of New Senior Common Stock, of which 84,063,182 shares were issued and outstanding as of August 6, 2021.
	10,000,000 shares of Ventas Preferred Stock, of which no shares were issued and outstanding as of August 6, 2021.			100,000,000 shares of New Senior Preferred Stock, of which 200,000 shares were issued and outstanding as of June 30, 2021 and no shares were issued and outstanding as of August 6, 2021.
	Preferred Stock
	The Ventas Board is authorized, without stockholder action, to issue Ventas Preferred Stock in one or more series from time to time and to establish, among other things, the designation, powers, preferences and relative, participating, optional and other rights of each series, including: the dividend rights and preferences, if any; the liquidation preferences; redemption terms, if any; the voting powers of the series, if any; the terms upon which the series may be converted into Ventas Common Stock or other series of Ventas Preferred Stock.			The New Senior Board is similarly authorized to issue New Senior Preferred Stock in one or more classes without stockholder action.
	Quorum
	At any meeting of stockholders, the holders of a majority of the issued and outstanding shares of stock entitled to vote present in person or represented by proxy constitute a quorum. If, however, such quorum is not present or represented at any meeting of the stockholders, the chairman of the meeting or a majority of the stockholders			At any meeting of stockholders, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, constitute a quorum. Where a separate vote by one or more series or classes is required, a majority in voting power of the outstanding shares of such one or more series or

	Ventas			New Senior Investment Group
				present in person) and describe the purpose or purposes for which the meeting is called.
	Advance Notice Requirement for Director Nominations and Stockholder Proposals
	Nominations of persons for election to the Ventas Board and the proposal of business other than nominations to be considered by the stockholders may be made at an annual meeting of stockholders only (1) pursuant to Ventas’s notice of such meeting (or any supplement thereto), (2) by, or at the direction of, the Ventas Board, (3) by a stockholder who was a stockholder of record at the time of giving timely and proper notice, who is entitled to vote at the annual meeting or (4) by any Eligible Stockholder (as defined in the Ventas Bylaws) in accordance with the proxy access provisions set forth in the Ventas Bylaws. For nominations or other business to be properly brought before an annual meeting of stockholders by a stockholder pursuant to the foregoing clause (3), the stockholder must have given timely and proper notice thereof in writing to the secretary of Ventas and such business must be a proper subject for stockholder action. For such proposals and nominations to be timely, a stockholder’s notice (including required information and documents) must generally be delivered to the secretary of Ventas at the principal executive offices of Ventas not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the date of Ventas’s proxy statement released to stockholders in connection with the preceding year’s annual meeting of stockholders, subject to extension in limited circumstances. Nominations of persons for election to the Ventas Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to Ventas’s notice of meeting only (1) by or at the direction of the Ventas Board or (2) provided that the Ventas Board has determined that directors shall be elected at such special meeting, by any stockholder of record at the time of giving timely and proper notice. For such nominations to be timely, a stockholder’s notice (including required information and documents) must be delivered to the secretary of Ventas at the principal executive offices of Ventas not later than the close of business on the later of the 30th day before such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees to be proposed by the Ventas Board to be elected at such special meeting.			Only such business (other than nominations for election to the New Senior Board, which are addressed below) may be transacted at an annual meeting as is either (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the New Senior Board (or any duly authorized committee thereof), (2) otherwise properly brought before the annual meeting by or at the direction of the New Senior Board (or any duly authorized committee thereof), or (3) otherwise properly brought before the annual meeting by any stockholder (i) who is a stockholder of record on the date of the giving of the required notice and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting and (ii) who gives timely and proper notice. Nominations of persons for election to the New Senior Board may be made at any annual meeting, or at any special meeting of stockholders called for the purpose of electing directors, (1) by or at the direction of the New Senior Board (or any duly authorized committee thereof) or (2) by any stockholder of New Senior (i) who is a stockholder of record on the date of the giving of the required notice and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting or special meeting and (ii) who gives timely and proper notice. For such proposals and nominations to be timely, a stockholder’s notice (including required information and documents) to the secretary of New Senior must generally be delivered to or be mailed and received at the principal executive offices of New Senior (i) in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders, subject to extension in limited circumstances, and (ii) in the case of a special meeting called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which the notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever occurs first.

	Ventas			New Senior Investment Group
	Proxy Access
	A stockholder or group of no more than 20 stockholders holding at least 3% of the outstanding Ventas Common Stock continuously for at least three years may nominate directors, so long as the number of directors elected via proxy access does not exceed 20% of the Ventas Board. Nominees who receive less than 25% of the votes would be ineligible for nomination under the proxy access provision for the next two annual meetings. For such nominations to be timely and proper, certain required information and documents must be submitted to the secretary of Ventas at the principal executive offices of Ventas not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the date Ventas first distributed its definitive proxy statement for the preceding year’s annual meeting.			A stockholder, or a group of up to 20 stockholders, holding at least 3% of the outstanding New Senior Common Stock for at least three years may nominate one director, so long as the number of directors elected via proxy access does not exceed 20% of the New Senior or two nominees, whichever is greater. Nominees who receive less than 25% of the votes would be ineligible for nomination under the proxy access provision for the next two annual meetings. For such nominations to be timely and proper, certain required information and documents must be delivered to the secretary of New Senior at the principal executive offices of New Senior not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the date New Senior first distributed its definitive proxy statement for the preceding year’s annual meeting.
	Amendment of Charter
	The affirmative vote of the holders of not less than two-thirds of the votes entitled to be cast by the holders of shares entitled to vote generally in the election of directors is required to amend the provisions on “Restrictions of Ownership and Transfer; Designation of Excess Shares” contained in Article IX of the Ventas Charter. All other sections of the Ventas Charter may be amended by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote in accordance with the DGCL.			The affirmative vote of at least 80% of the voting power of then issued and outstanding shares of capital stock of New Senior is required to amend, alter or repeal any provisions inconsistent with the intent and purpose of Articles FIFTH (matters related to the New Senior Board), EIGHTH (stockholder actions by written consent), TENTH (amendments to the New Senior Bylaws) or THIRTEENTH (amendments to the New Senior Charter) of the New Senior Charter. All other sections of the New Senior Charter may be amended by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote in accordance with the DGCL.
	Bylaws Amendments
	The Ventas Bylaws may be amended (i) by the affirmative vote of the holders of at least two-thirds of the voting power of all shares entitled to vote in the election of directors or (ii) by action of the Ventas Board at a regular or special meeting thereof. Any bylaws made by the Ventas Board may be amended or repealed by action of the stockholders at any annual or special meeting of stockholders.			The New Senior Bylaws may be amended (i) by the affirmative vote of at least two-thirds of the voting power of the then issued and outstanding shares of capital stock of New Senior entitled to vote thereon or (ii) by the affirmative vote of a majority of the entire New Senior Board. Notwithstanding the foregoing, any amendment of Section 2.3 (Special Meetings), Section 2.11 (Consent of Stockholders in Lieu of Meeting), Section 3.1 (Duties and Powers), Section 3.2 (Number and Election of Directors), Section 3.3 (Vacancies), Section 3.6 (Resignations and Removals of Directors), Article XI (Amendments) and Article XII (Definitions) of the New Senior Bylaws requires the affirmative vote of the holders of at least 80% of the voting power of

	Ventas			New Senior Investment Group
	directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until his or her successor is elected and qualified.			(ii) any other vacancy occurring on the New Senior Board may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director or (iii) solely in the event of the removal of the entire New Senior Board, by the affirmative vote of the holders of at least 80% of the voting power of the then issued and outstanding shares of capital stock of New Senior entitled to vote in the election of directors. Any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class or from the removal from office, death, disability, resignation or disqualification of a director or other cause shall hold office for a term that shall coincide with the remaining term of the other directors of that class.
	Cumulative Voting
	Ventas does not permit cumulative voting with respect to the election of its directors.			New Senior does not permit cumulative voting with respect to the election of its directors.
	Limits on Ownership and Transfer of Shares
	Except with regard to persons exempted by the Ventas Board, no person shall acquire or hold, directly or indirectly, beneficial ownership in excess of 9.0% of the number or value of the outstanding shares of Ventas Common Stock or in excess of 9.9% of the number or value of the outstanding shares of Ventas Preferred Stock. Any transfer of shares that would result in Ventas’s shares being beneficially owned by fewer than 100 persons is void ab initio.			Except with regard to persons exempted by the New Senior Board, no person may beneficially or constructively, or be deemed to own by attribution of provisions of the Code, more than 9.8% in value or in number shares, whichever is more restrictive, of the outstanding shares of New Senior Common Stock or capital stock. Any transfer or shares that would result in the capital stock of New Senior being beneficially owned by fewer than 100 persons is void ab initio.
	Appraisal Rights
	Under Delaware law, stockholders who dissent from a merger or consolidation of the corporation have the right to demand and receive payment of the fair value of their stock, as appraised by the Delaware Chancery Court; provided, however, that dissenters’ rights are inapplicable (i) to stockholders of a surviving corporation whose vote is not required to approve the merger or consolidation, and (ii) to any class of stock listed on a national securities exchange or held of record by more than 2,000 stockholders, unless, in either case, such stockholders are required in the merger to accept in exchange for their shares anything other than (1) shares of the surviving corporation or depository receipts in respect thereof, (2) stock of another corporation which is either listed on a national securities exchange or held of record by more than 2,000 holders, or depository receipts in respect thereof, (3) cash in lieu of fractional shares or depository receipts of such corporations, or (4) or any combination of the above.
	Stockholder Rights Plans
	Ventas does not have a stockholder rights plan in effect.			New Senior does not have a stockholder rights plan in effect.
	State Takeover Defense Statutes
	Section 203 of the DGCL prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the time at which such person became an interested stockholder unless: (i) prior to such time, the board of directors approved either the business combination or transaction in which the stockholder became an interested stockholder; (ii) upon becoming an interested stockholder, the stockholder owned at least 85% of the corporation’s outstanding voting stock other than shares held by directors who are also officers and certain employee

	Ventas			New Senior Investment Group
	benefit plans; or (iii) the business combination is approved by both the board of directors and by holders of at least two-thirds of the corporation’s outstanding voting stock (at a meeting and not by written consent), excluding shares owned by the interested stockholder. For these purposes, a “business combination” includes mergers, asset sales and other similar transactions with an “interested stockholder,” and “interested stockholder” means a stockholder that, together with its affiliates and associates, owns (or, under certain circumstances, has owned within the prior three years) more than 15% of the outstanding voting stock. The DGCL allows a corporation to contain a provision expressly electing not to be governed by Section 203 of the DGCL.
	The Ventas Charter does not contain a provision electing not to be governed by Section 203 of the DGCL, so Ventas is subject to such provision.			The New Senior Charter provides that New Senior elects not to be governed by Section 203 of the DGCL, so New Senior is not subject to such provision.
	Exclusive Forum Provision
	The Ventas Bylaws do not include an exclusive forum provision.			The New Senior Bylaws provide that the Court of Chancery of the State of Delaware is to be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New Senior, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, stockholder, employee or agent of New Senior to New Senior or its stockholders, (iii) any action asserting a claim against New Senior or any director, officer, stockholder, employee or agent of New Senior arising out of or relating to any provision of the DGCL, the New Senior Charter or the New Senior Bylaws, or (iv) any action asserting a claim against New Senior or any director, officer, stockholder, employee or agent of New Senior governed by the internal affairs doctrine of the State of Delaware.
	Exculpation and Indemnification of Directors and Officers
	The Ventas Charter provides that Ventas will indemnify any person who (a) was or is made or threatened to be made a party to any proceeding because he or she is or was a Ventas director or officer, or (b) is or was serving at the request of Ventas as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, liabilities and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by him or her in connection with such proceeding.			The New Senior Charter provides that New Senior will indemnify its directors and officers to the fullest extent authorized or permitted by law, except that, other than for proceedings to enforce rights to indemnification, New Senior is not obligated to indemnify any director or officer in connection with a proceeding initiated by such person unless such proceeding was authorized or consented by the New Senior Board.
	Expenses incurred by such a person in his or her capacity as one of Ventas’s directors or officers (and not in any other capacity in which service was or is rendered by such person while a director or officer) in defending a proceeding may be paid by Ventas in advance of the final disposition as authorized by the			The right to indemnification includes the right to be paid by New Senior the expenses (including attorneys’ fees) incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by New Senior of an undertaking by or on behalf of the director or

	Ventas			New Senior Investment Group
	entitled to vote at the meeting, present in person or represented by proxy, is authorized to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is presented or represented.			classes present in person or by proxy constitute a quorum entitled to take action with respect to that vote on that matter. A quorum, once established, may not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. If the adjournment is for more than 30 days, notice of the adjourned meeting must be given.
	Voting Rights
	Each record holder of Ventas Common Stock is entitled to one vote per share held by such record holder on all matters on which stockholders are generally entitled to vote.			Each record holder of New Senior Common Stock is entitled to vote at all meetings of the stockholders and has one vote for each share held by such record holder.
	Special Meeting of Stockholders
	A special meeting of stockholders may be called at any time only by the Ventas Board or the chairman of the Ventas Board. Business transacted at the special meeting of stockholders will be limited to the purposes stated in the notice. Stockholders do not have the ability to call or cause a special meeting of stockholders.			A special meeting of stockholders may be called at any time by either (i) the chairman of the New Senior Board or (ii) the chief executive officer of New Senior, and may be called by any such officer at the request in writing of (i) the New Senior Board or (ii) a committee of the New Senior Board that has been duly designated by the New Senior Board and whose powers include the authority to call such meetings. Business transacted at the special meeting of stockholders will be limited to the purposes stated in the notice. Stockholders do not have the ability to call or cause a special meeting of stockholders.
	Stockholder Action by Written Consent Without a Meeting
	Any action required or permitted to be taken by the stockholders at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action to be taken, is signed by the holders of at least 80% of all the issued and outstanding shares of stock of Ventas entitled to vote thereon.			Any action required or permitted to be taken by the New Senior stockholders at any meeting of the stockholders may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all the stockholders entitled to vote with respect to the subject matter thereof.
	Notice of Stockholder Meetings
	Not less than 10 nor more than 60 days before the date of each meeting, Ventas must provide written notice of such meeting to each stockholder entitled to vote at such meeting. The notice must state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.			Not less than 10 nor more than 60 days before the date of each meeting, New Senior must give notice to each stockholder entitled to notice of and to vote at such meeting. The notice must state the place, if any, date and hour of the meeting (or the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be

	Ventas			New Senior Investment Group
				the then issued and outstanding shares of capital stock of New Senior entitled to vote thereon.
	Number and Term of Directors
	As of the date of this proxy statement/prospectus, there are 11 directors on the Ventas Board.			As of the date of this proxy statement/prospectus, there are seven directors on the New Senior Board
	The number of directors may be changed from time to time by a majority of the Ventas Board then in office, but in no event will be less than three nor more than 13. Directors serve one-year terms and all directors are elected at each annual meeting.			The number of directors may be changed from time to time by a majority of the entire New Senior Board, but in no event may the New Senior Board consist of less than three or more than nine members. The New Senior Board is comprised of three director classes with each class consisting, as nearly as may be possible, of one-third of the total number of directors constituting the entire New Senior Board. Directors serve three-year terms and only one class of directors is elected at each annual meeting.
	Election of Directors
	Each director must be elected by the vote of the “majority of votes cast” (as defined below) with respect to that director’s election at any meeting for the election of directors at which a quorum is present, unless the election is contested, in which case directors shall be elected by the vote of a plurality of the shares of stock entitled to vote on the election of directors present in person or represented by proxy at any such meeting. For the purpose of this section only, “majority of votes cast” means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and broker non-votes not counted as a vote cast either “for” or “against” that director’s election). If directors are to be elected by a plurality of the votes cast, stockholders are not permitted to vote “against” a candidate.			Each director must be elected by a plurality of the votes of the shares of capital stock of New Senior, present in person or represented by proxy, and entitled to vote on the election of directors at any meeting of stockholders or in any action by written consent in lieu of such a meeting. If directors are to be elected by a plurality of the votes cast, stockholders are not permitted to vote “against” a nominee.
	Removal of Directors
	The Ventas Bylaws provide that any director or the entire Ventas Board may be removed with or without cause, at any time, by the affirmative vote of the holders of record of a majority of the outstanding shares of stock entitled to vote in the election of directors, at a special meeting of the stockholders called for that purpose.			The New Senior Charter and New Senior Bylaws provide that any director may be removed only for cause and only by the affirmative vote of the holders of at least 80% of the voting power of the then issued and outstanding shares of capital stock entitled to vote in an election of directors.
	Filling Vacancies on the Board
	The Ventas Bylaws provide that if any vacancy occurs on the Ventas Board for any reason, including, but not limited to, the resignation, removal or death of a director or an increase in the number of authorized directors, a majority of the			The New Senior Charter and New Senior Bylaws provide that (i) any vacancy on the New Senior Board that results from an increase in the number of directors may be filled by a majority of the directors then in office, provided that a quorum is present,

	Ventas			New Senior Investment Group
	Ventas Board in a specific case upon receipt of an undertaking by or on behalf of that person to repay such amounts, unless it is ultimately determined that such person is entitled to be indemnified as authorized by the DGCL. Expenses incurred by a person in any capacity other than as one of Ventas’s officers or directors may be paid in advance of the final disposition of a proceeding on such terms and conditions, if any, as the Ventas Board deems appropriate.			officer receiving the advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by New Senior.
	Pursuant to Section 102(b)(7) of the DGCL, the Ventas Charter eliminates certain liability of its directors for breach of their fiduciary duty of care.			Pursuant to Section 102(b)(7) of the DGCL, the New Senior Charter eliminates certain liability of its directors for breach of their fiduciary duty of care.

	Page
ARTICLE I MERGER		A-1
Section 1.1 Merger		A-1
Section 1.2 Closing		A-2
Section 1.3 Organizational Documents of the Surviving Company		A-2
Section 1.4 Directors and Officers of the Surviving Company		A-2
Section 1.5 Tax Consequences		A-2
ARTICLE II TREATMENT OF SECURITIES		A-2
Section 2.1 Treatment of Securities		A-2
Section 2.2 Exchange of Certificates		A-3
Section 2.3 Further Assurances		A-6
Section 2.4 Treatment of Company Equity Awards		A-6
Section 2.5 Adjustments to Prevent Dilution		A-7
Section 2.6 Lost Certificates		A-7
ARTICLE III REPRESENTATIONS AND WARRANTIES		A-7
Section 3.1 Representations and Warranties of Company		A-7
Section 3.2 Representations and Warranties of Parent and Merger Sub		A-22
ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS		A-28
Section 4.1 Covenants of the Company		A-28
Section 4.2 Covenants of Parent		A-32
ARTICLE V ADDITIONAL AGREEMENTS		A-34
Section 5.1 Preparation of Proxy Statement/Prospectus; Stockholders Meeting		A-34
Section 5.2 Access to Information		A-35
Section 5.3 Efforts; Notice of Certain Events		A-36
Section 5.4 Non-Solicitation; Change in Recommendation		A-37
Section 5.5 NYSE Listing		A-40
Section 5.6 Employee Matters		A-40
Section 5.7 Fees and Expenses		A-41
Section 5.8 Indemnification and D&O Insurance		A-41
Section 5.9 Dividends		A-43
Section 5.10 Public Announcements		A-43
Section 5.11 Tax Matters		A-43
Section 5.12 Financing Cooperation		A-45
Section 5.13 Transaction Litigation		A-46
Section 5.14 Director and Officer Resignations		A-47
Section 5.15 Delisting		A-47
Section 5.16 Rule 16b-3 Matters		A-47
ARTICLE VI CONDITIONS PRECEDENT		A-47
Section 6.1 Conditions to Each Party’s Obligation		A-47
Section 6.2 Conditions to Obligations of Parent and Merger Sub		A-47
Section 6.3 Conditions to Obligations of the Company		A-48

	Page
ARTICLE VII TERMINATION		A-49
Section 7.1 Termination		A-49
Section 7.2 Effect of Termination		A-50
Section 7.3 Company Termination Fee and Expense Reimbursement		A-50
ARTICLE VIII GENERAL PROVISIONS		A-52
Section 8.1 Survival		A-52
Section 8.2 Amendment; Waiver		A-52
Section 8.3 Notices		A-52
Section 8.4 Interpretation		A-53
Section 8.5 Counterparts		A-53
Section 8.6 Entire Agreement; No Third-Party Beneficiaries		A-53
Section 8.7 Governing Law		A-53
Section 8.8 Severability		A-53
Section 8.9 Assignment		A-53
Section 8.10 Submission to Jurisdiction		A-53
Section 8.11 Enforcement		A-54
Section 8.12 WAIVER OF JURY TRIAL		A-54
ARTICLE IX DEFINITIONS		A-54
Section 9.1 Certain Definitions		A-54
Section 9.2 Terms Defined Elsewhere		A-61

	Acceptable Confidentiality Agreement					53
	Agreement					1
	Bankruptcy and Equity Exceptions					13
	Base Amount					59
	Blue Sky Laws					13
	Certificate of Merger					2
	Chosen Courts					75
	Closing					2
	Closing Date					3
	Code					1
	Company					1
	Company Adverse Recommendation Change					53
	Company Base Amount					71
	Company Board					13

	Company Board Recommendation					49
	Company Book-Entry Shares					3
	Company Certificates					3
	Company Common Stock					3
	Company Disclosure Letter					9
	Company Employees					23
	Company Intellectual Property					27
	Company Preferred Stock					11
	Company Properties					24
	Company Property					24
	Company Qualified DC Plan					57
	Company Required Vote					24
	Company SEC Documents					14
	Company Stockholders Meeting					49
	Company Tax Representation Letter					45
	Company Termination Fee					71
	Company’s REIT Counsel					45
	Continuing Employees					56
	Converted Entity					62
	DGCL					1
	Disregarded Entity					62
	DLLCA					1
	Effective Time					2
	Eligible Shares					3
	EPCRA					80
	Exchange Act					14
	Exchange Agent					4
	Exchange Fund					4
	Exchange Ratio					1
	Excluded Shares					3
	Form S-4					48
	Forward Merger					1
	Forward Merger Surviving Company					2
	Health Care Law					29
	HMTA					80
	Indemnified Parties					58
	Letter of Transmittal					5
	License					28
	Material Company Leases					25
	Medicaid					28
	Medicare					28
	Merger					2
	Merger Consideration					1
	Merger Sub					1

	New Plans					57
	NYSE					7
	Organizational Documents					10
	Outside Date					69
	Parent					1
	Parent Capitalization Date					32
	Parent Closing Price					7
	Parent Disclosure Letter					31
	Parent Preferred Stock					32
	Parent SEC Documents					34
	Parent Stock Issuance					38
	Parent Stock Options					32
	Parent Tax Representation Letter					47
	Parent’s REIT Counsel					45
	Parties					1
	Party					1
	Payoff Letters					64
	Permits					28
	Preferred Redemption					31
	Proxy Statement/Prospectus					48
	QRS					11
	Qualifying Income					72
	RCRA					80
	REIT Dividend					60
	REIT Requirements					71
	Reverse Merger					2
	Reverse Merger Surviving Company					2
	Sarbanes-Oxley Act					14
	Securities Act					14
	Structure Election					2
	Subsidiary REIT					62
	Surviving Company Preferred Stock					2
	Takeover Laws					53
	Tax Guidance					72
	Third Party Payor Programs					28
	Transfer Taxes					61
	TRS					11
	TSCA					80
	Voting Debt					12

				VENTAS, INC.
				By:			/s/ John D. Cobb Name: John D. Cobb Title: Executive Vice President and Chief Investment Officer
				CADENCE MERGER SUB LLC
				By:			/s/ John D. Cobb Name: John D. Cobb Title: Authorized Signatory
				NEW SENIOR INVESTMENT GROUP INC.
				By:			/s/ Lori B. Marino Name: Lori B. Marino Title: EVP, General Counsel & Secretary

	Exhibit Number			Description
	2.1*			Agreement and Plan of Merger, dated as of June 28, 2021, by and among Ventas, Inc., Cadence Merger Sub LLC and New Senior Investment Group Inc. (included as Annex A to the proxy statement/prospectus forming a part of this registration statement and incorporated herein by reference).
	3.1			Amended and Restated Certificate of Incorporation, as amended, of Ventas, Inc. (incorporated by reference to Exhibit 3.1 of Ventas, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 5, 2011).
	3.2			Fifth Amended and Restated Bylaws, as amended, of Ventas, Inc. (incorporated by reference to Exhibit 3.2 of Ventas, Inc.’s Current Report on Form 8-K, filed on January 11, 2017).
	4.1			Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Ventas, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 12, 2016).
	5.1**			Opinion of Wachtell, Lipton, Rosen & Katz as to the validity of the shares of Ventas Common Stock to be issued in the Merger.
	8.1			Tax opinion of Cravath, Swaine & Moore LLP.
	8.2			Tax opinion of Hogan Lovells US LLP.
	8.3			Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
	21			Subsidiaries of Ventas, Inc. (incorporated by reference to Exhibit 21 of Ventas, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on February 23, 2021).
	23.1**			Consent of Wachtell, Lipton, Rosen & Katz for legality opinion (included in Exhibit 5.1).
	23.2			Consent of Cravath, Swaine & Moore LLP for tax opinion (included in Exhibit 8.1).
	23.3			Consent of Hogan Lovells US LLP for tax opinion (included in Exhibit 8.2).
	23.4			Consent of Skadden, Arps, Slate, Meagher & Flom LLP for tax opinion (included in Exhibit 8.3).
	23.5			Consent of Independent Registered Public Accounting Firm of Ventas, Inc., KPMG LLP.
	23.6			Consent of Independent Registered Public Accounting Firm of New Senior Investment Group Inc., Ernst & Young LLP.
	24.1**			Power of Attorney.
	99.1			Consent of Morgan Stanley & Co. LLC.
	99.2			Form of Proxy Card of New Senior Investment Group Inc.

Signature	Title	Date
* Debra A. Cafaro	Chairman and Chief Executive Officer (Principal Executive Officer)	August 9, 2021
* Robert F. Probst	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	August 9, 2021
* Gregory R. Liebbe	Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)	August 9, 2021
* Melody C. Barnes	Director	August 9, 2021
* Jay M. Gellert	Director	August 9, 2021
* Matthew J. Lustig	Director	August 9, 2021
* Roxanne M. Martino	Director	August 9, 2021
* Marguerite M. Nader	Director	August 9, 2021
* Sean P. Nolan	Director	August 9, 2021
* Walter C. Rakowich	Director	August 9, 2021
* Robert D. Reed	Director	August 9, 2021

	Skadden, Arps, Slate, Meagher & Flom llp
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	Very truly yours,

	/s/ Skadden, Arps, Slate, Meagher & Flom LLP