LITIGATION

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

LITIGATION

NOTE 12—LITIGATION

Litigation Related to the New Senior Acquisition

Following announcement of the New Senior Acquisition, purported stockholders of New Senior filed nine complaints relating thereto in federal district court against New Senior and New Senior’s board of directors (collectively, the “Federal Complaints”). One of the complaints also named Ventas and Merger Sub as a defendant. The Federal Complaints alleged violations of Section 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Act”). In addition, one purported stockholder

of New Senior filed a lawsuit relating to the New Senior Acquisition in state court against New Senior, New Senior’s board of directors, and Ventas alleging fraudulent and negligent misrepresentation and concealment under New York law (the “State Court Action”). Ventas believes that the Federal Complaints and the State Court Action were without merit.

On September 7, 2021, without conceding that any further disclosures were required under applicable law, New Senior issued supplemental disclosures on a Form 8-K addressing certain of the alleged deficiencies in the proxy statement. Thereafter, between September 7, 2021 and the filing of this Quarterly Report on Form 10-Q, all of the Federal Complaints were dismissed and, without conceding any liability, and solely to reduce the risk of any potential disruption or delay to the closing of the New Senior Acquisition and to minimize potential cost and expense, New Senior, New Senior’s board and Ventas entered into a settlement of the State Court Action.

Other Litigation

From time to time, we are party to other various lawsuits, investigations, claims and other legal and regulatory proceedings arising in connection with our business. These legal and regulatory matters may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practice claims and employment claims, as well as regulatory proceedings, including proceedings related to our senior living operations, where we are typically the holder of the applicable healthcare license. In certain circumstances, regardless of whether we are a named party in a lawsuit, investigation, claim or other legal or regulatory proceeding, we may be contractually obligated to indemnify, defend and hold harmless our tenants, operators, managers or other third parties against, or may otherwise be responsible for, such actions, proceedings or claims. In other circumstances, certain of our tenants, operators, managers or other third parties may be obligated to indemnify, defend and hold us harmless in whole or in part with respect to certain actions, legal or regulatory proceedings. We cannot assure you that these third parties will be able to satisfy their defense and indemnification obligations to us. Legal and regulatory matters to which we are subject or for which we are otherwise responsible may not be fully insured and some may allege large damage amounts.

It is the opinion of management that the disposition of any such lawsuits, investigations, claims and other legal and regulatory proceedings that are currently pending will not, individually or in the aggregate, have a material adverse effect on us. However, regardless of the merits of a particular legal or regulatory matter, we may be forced to expend significant financial resources to defend and resolve these matters. We are unable to predict the ultimate outcome of these lawsuits, investigations, claims and other legal and regulatory proceedings, and if management’s assessment of our liability with respect thereto is incorrect, such legal or regulatory matters could have a material adverse effect on us.