8-K

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): February 20, 2007

VENTAS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-10989	61-1055020
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
10350 Ormsby Park Place, Suite 300, Louisville, Kentucky		40223
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code:  (502) 357-9000

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:

¨ 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 7.01. Regulation FD Disclosure.

On February 20, 2007, Ventas, Inc. (the “Company”), through its counsel, Osler, Hoskin & Harcourt LLP, delivered letters to counsel for Sunrise Senior Living Real Estate Investment Trust (“Sunrise REIT”) and Health Care Property Investors, Inc. (“HCP”) regarding provisions in Sunrise REIT’s agreement with HCP prohibiting HCP from, among other things, making a proposal to acquire any securities or all or any assets of Sunrise REIT for an 18-month period following the date of the agreement. Copies of the letters are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated in this Item 7.01 by reference.

Also furnished herewith as Exhibit 99.3 and incorporated in this Item 7.01 by reference is an excerpt of statements substantially conforming to statements made by the Company’s Chairman, President and Chief Executive Officer during the Company’s conference call to discuss its fourth quarter and year-end 2006 earnings held on February 21, 2007.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Exhibits:

Exhibit Number	Description
99.1	Letter dated February 20, 2007 by Osler, Hoskin & Harcourt LLP to Stikeman Elliott LLP, counsel for Sunrise REIT.
99.2	Letter dated February 20, 2007 by Osler, Hoskin & Harcourt LLP to Bennett Jones LLP, counsel for HCP.
99.3	Excerpt of statements made by the Company’s Chairman, President and Chief Executive Officer on February 21, 2007.

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:	February 21, 2007	By:	/s/ T. Richard Riney
			T. Richard Riney
			Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Letter dated February 20, 2007 by Osler, Hoskin & Harcourt LLP to Stikeman Elliott LLP, counsel for Sunrise REIT.
99.2	Letter dated February 20, 2007 by Osler, Hoskin & Harcourt LLP to Bennett Jones LLP, counsel for HCP.
99.3	Excerpt of statements made by the Company’s Chairman, President and Chief Executive Officer on February 21, 2007.

EX-99.1

Exhibit 99.1

Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place Toronto, Ontario, Canada M5X 1B8 416.362.2111 MAIN 416.862.6666 FACSIMILE
February 20, 2007	Mark A. Gelowitz                 Direct Dial: 416.862.4743                 mgelowitz@osler.com                 Our Matter Number: 1099166

Sent via Facsimile and Email

Mr. Peter F.C. Howard

Stikeman Elliott LLP

5300 Commerce Court West

199 Bay Street, P.O. Box 85

Toronto, ON M5L 1B9

Dear Mr. Howard:

Sunrise REIT

We are writing with reference to the Purchase Agreement, dated as of January 14, 2007 (the “Purchase Agreement”), among our client Ventas, Inc. (“Ventas”) and certain of its subsidiaries and your client Sunrise Senior Living Real Estate Investment Trust (“Sunrise REIT”) and certain of its affiliates, and also to the letter agreement dated November 8, 2006 (the “HCP Confidentiality Agreement”), between Sunrise REIT and Health Care Property Investors, Inc. (“HCP”). We first received a copy of the HCP Confidentiality Agreement when it was emailed to us by your office in connection with the Ontario court proceedings, late on Sunday, February 18^th, and our client has now had an opportunity to review it in detail and consider its implications in the current circumstances.

We note that, pursuant to the HCP Confidentiality Agreement, HCP agreed that for an eighteen month period (which ends in May 2008), it would not, among other things, “in any manner acquire, agree to acquire or make any proposal to acquire . . . beneficial ownership of any securities or all or any assets of Sunrise REIT or any of its subsidiaries.” HCP further agreed, among other things, that it would not seek to influence any person with respect to the voting of any securities of Sunrise REIT or seek to influence the management or Board of Trustees of Sunrise REIT. In light of those provisions, it appears clear that HCP has breached the terms of the HCP Confidentiality Agreement. Earlier today, during telephone calls between partners of our respective firms, we asked whether the relevant provisions of the HCP Confidentiality Agreement were validly waived (although we believe that any such waiver should and would have been disclosed to our client) but we were advised that you were unwilling to tell us whether or not there was such a waiver. In these extraordinary circumstances, after having provided an opportunity to resolve the issue cooperatively, our client has no choice but to proceed more formally.

As you know, several sections of the Purchase Agreement (including Section 4.1 (1)(i), Section 4.4(1)(ii) and Section 4.4(8)(v)) require that Sunrise REIT enforce all of the terms of the HCP Confidentiality Agreement, including specifically standstill terms, and not waive or modify any such provisions.

            

Page 2

Our client hereby requires that Sunrise REIT comply with its covenants in the Purchase Agreement and immediately take all appropriate steps to enforce its rights under the HCP Confidentiality Agreement. If we do not receive a satisfactory confirmation from you by 10:00 a.m. EST tomorrow that Sunrise REIT will do so, it will be necessary for us to forthwith take the appropriate legal steps to enforce Ventas’s rights under the Purchase Agreement on an urgent basis.

We trust that you will keep us fully and promptly informed as to all steps Sunrise REIT has taken or will take to enforce the HCP Confidentiality Agreement (including the provision of copies of all correspondence) and inform us of any actions that have been taken or are taken in the future by HCP that would violate those provisions, including any requests that Sunrise REIT amend or waive any such provisions.

We look forward to your reply to this letter, as soon as possible.

Yours sincerely,

“original signed”

Mark A. Gelowitz

MAG:

EX-99.2

Exhibit 99.2

Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place Toronto, Ontario, Canada M5X 1B8 416.362.2111 MAIN 416.862.6666 FACSIMILE
February 20, 2007	Mark A. Gelowitz                 Direct Dial: 416.862.4743                 mgelowitz@osler.com                 Our Matter Number: 1099166

Sent By Facsimile

Mr. Robert W. Staley

Bennett Jones LLP

1 First Canadian Place

P.O. Box 130

Suite 3400

Toronto, ON M5X 1A4

Dear Mr. Staley:

Sunrise REIT

We are writing with respect to the proposal by your client Health Care Property Investors, Inc. (“HCP”) to acquire Sunrise Senior Living Real Estate Investment Trust (“Sunrise REIT”).

As you know, our client Ventas, Inc. (“Ventas”) has a binding agreement to acquire the assets of Sunrise REIT. You should also be aware that HCP entered into a confidentiality agreement with Sunrise REIT in connection with its participation in the auction conducted by the Special Committee of the Board of Trustees of Sunrise REIT, in which HCP agreed that, for an eighteen-month period, it would not make any proposal to acquire any securities or all or any assets of Sunrise REIT, seek to influence any person with respect to the voting of any securities of Sunrise REIT or seek to influence the management or Board of Trustees of Sunrise REIT, among other things. Despite our request, Sunrise REIT has not provided Ventas with any evidence that the relevant provisions of that agreement were validly waived, and in the absence of such evidence Ventas has concluded that HCP is in breach of that agreement.

We are writing to inform you that Ventas intends to avail itself of all rights to hold HCP fully liable and accountable as a result of HCP’s breaches of its aforementioned obligations (whether or not Ventas ultimately acquires Sunrise REIT).

Yours sincerely,

“original signed”

Mark A. Gelowitz

MAG:

EX-99.3

Exhibit 99.3

Excerpt of Statements made by Debra A. Cafaro, Chairman, President and Chief Executive Officer of Ventas, Inc.:

“Before we open the call to your questions, I’d like to discuss our purchase agreement to acquire Sunrise REIT. On January 15th, we announced a definitive agreement to acquire Sunrise REIT’s interest in 74 high-quality private pay assisted living communities in the U.S. and Canada, and the exclusive right of first offer to acquire other newly developed assets in Canada and portions of the U.S., for a total value of $1.8 billion.

Our agreement to acquire Sunrise REIT provides its Unitholders with a 45% premium over the volume weighted average trading price of their units on the Toronto Stock Exchange for the 20 trading days preceding the announcement of our transaction. We believe that the price we are paying is a full and fair one, but it is justified by the quality of the Sunrise portfolio.

Ventas has a signed, binding purchase agreement with Sunrise REIT. Our transaction is fully-financed and Ventas has entered into arrangements with Sunrise Senior Living the manager that enable us to complete the acquisition of the REIT in a timely manner.

The Ventas-Sunrise REIT transaction was the result of an extensive auction process conducted by the Sunrise REIT Independent Trustees. Health Care Property Investors, which is now seeking to displace our purchase of Sunrise REIT, was a full participant and finalist in that very thorough and complete process. At the conclusion of the auction, HCP withdrew from the process and declined to submit a final binding proposal apparently because it was unable to reach the necessary agreements with the parties. Following the unanimous recommendation of Sunrise REIT’s special committee of Independent Trustees, Sunrise REIT’s Board approved the Ventas transaction.

We understand that some of the recent developments and related legal proceedings can be somewhat confusing, and we appreciate your patience as these matters are resolved. This is not a situation we wanted. From the start, we have acted with respect for the process and the people involved, and we have played by the rules. We expect others to do the same.

The binding agreements that Ventas has entered into with Sunrise REIT and Sunrise Senior Living the manager provide us with certain rights and benefits that are entirely appropriate in a context where a full and fair auction was conducted and Ventas was selected as the winner. Ventas will continue to comply with all of its obligations under the agreements it has signed, and make its decisions for the benefit of our company and our shareholders.

As we have said, we believe Sunrise REIT and its Unitholders should have serious concerns with respect to HCP’s serial proposals, each of which seems to include a changing set of unfulfilled conditions.”