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): April 10, 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 1.01. Entry Into a Material Definitive Agreement.

On April 10, 2007, Ventas, Inc. (the “Company”) and its wholly owned subsidiaries, Ventas SSL Ontario I, Inc. (formerly 2124678 Ontario Inc.) and Ventas SSL Ontario II, Inc. (formerly 2124680 Ontario Inc.) agreed with Sunrise Senior Living Real Estate Investment Trust (“Sunrise REIT”), Sunrise REIT Trust, a trust existing under the laws of Ontario, Canada and Sunrise REIT GP Inc., a corporation existing under the laws of Ontario, Canada, in its capacity as general partner of Sunrise Canadian UPREIT, LP, to an amendment (the “Amendment”) to that certain Purchase Agreement, dated January 14, 2007 (the “Purchase Agreement”), between the parties to reflect an increase in the amount payable to unitholders of Sunrise REIT (“Unitholders”) from Cdn $15.00 per unit to Cdn $16.50 per unit.

In connection with the Amendment, the Sunrise REIT special meeting of Unitholders (“Special Meeting”) to consider the proposed transaction with the Company has been scheduled for April 19, 2007 at 10:00 a.m. at the Toronto Stock Exchange. Pending approval of the transaction by the Sunrise REIT Unitholders at the Special Meeting, the closing of the transaction is expected to occur on or about April 26, 2007 (the “Closing Date”) and under the Amendment must occur no later than the fifth business day after the conditions to the closing as described in the Purchase Agreement have been satisfied. The record date for Unitholders entitled to vote at the meeting remains February 19, 2007, and the “outside date” for the transaction has been extended to June 30, 2007 from May 31, 2007.

Furthermore, the Amendment preserves Sunrise REIT’s ability to pay normal monthly distributions of $0.0729 through March 2007 and a pro rata amount of Sunrise REIT’s regular monthly distribution for the period from April 1, 2007 up to but excluding the Closing Date. The Amendment also makes certain clarifying and technical amendments to the Purchase Agreement.

Additionally, pursuant to the Amendment, if the closing of the transaction does not occur for any reason other than a breach by the Company, Sunrise REIT will reimburse the Company for up to Cdn $10 million in expenses. The amount of the break-up fee that may become payable under the Purchase Agreement in certain circumstances remains the same and is not reduced by the expense reimbursement.

The Amendment also contemplates that, conditioned on the closing of the transaction, the Company and Sunrise REIT will, among other things, settle the outstanding litigation that the Company has filed against Sunrise REIT. The form of Settlement Agreement that the Company and Sunrise REIT would enter into on the Closing Date is filed herewith as Exhibit 99.2 and incorporated in this Item 1.01 by reference.

The foregoing description is qualified by reference in its entirety to the Amendment, a copy of which is filed herewith as Exhibit 2.1 and incorporated in this Item 1.01 by reference.

Item 7.01. Regulation FD Disclosure.

On April 11, 2007, the Company and Sunrise REIT issued a press release announcing that they had agreed to enter into the Amendment. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this Item 7.01 by reference.

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
2.1	Amendment to Purchase Agreement dated as of April 10, 2007 among Ventas SSL Ontario I, Inc. (formerly 2124678 Ontario Inc.), Ventas SSL Ontario II, Inc. (formerly 2124680 Ontario Inc.), the Company, Sunrise REIT, Sunrise REIT Trust and Sunrise REIT GP, Inc.
99.1	Press release issued by the Company and Sunrise REIT on April 11, 2007.
99.2	Form of Settlement Agreement to be entered into by the Company and Sunrise REIT.

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:	April 11, 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
2.1	Amendment to Purchase Agreement dated as of April 10, 2007 among Ventas SSL Ontario I, Inc. (formerly 2124678 Ontario Inc.), Ventas SSL Ontario II, Inc. (formerly 2124680 Ontario Inc.), the Company, Sunrise REIT, Sunrise REIT Trust and Sunrise REIT GP, Inc.
99.1	Press release issued by the Company and Sunrise REIT on April 11, 2007.
99.2	Form of Settlement Agreement to be entered into by the Company and Sunrise REIT.

EX-2.1

Exhibit 2.1

AMENDMENT TO PURCHASE AGREEMENT

THIS AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) dated as of April 10, 2007, by and among VENTAS SSL ONTARIO II, INC. (formerly 2124680 ONTARIO INC.), a corporation existing under the laws of the Province of Ontario (the “Asset Purchaser”), VENTAS SSL ONTARIO I, INC. (formerly 2124678 ONTARIO INC.), a corporation existing under the laws of the Province of Ontario (the “Securities Purchaser”), VENTAS, INC., a Delaware corporation (“Ventas”), SUNRISE SENIOR LIVING REAL ESTATE INVESTMENT TRUST, a trust established under the laws of the Province of Ontario (“Sunrise REIT”), SUNRISE REIT TRUST, a trust established under the laws of the Province of Ontario (the “Sub Trust”) and SUNRISE REIT GP, INC., a corporation existing under the laws of the Province of Ontario, in its capacity as general partner of SUNRISE CANADIAN UPREIT, LP, a limited partnership established under the laws of the Province of Ontario (the “UPREIT”).

WHEREAS, the parties to this Agreement are parties to that certain Purchase Agreement, dated as of January 14, 2007 (the “Purchase Agreement”);

WHEREAS, on March 27, 2007, the parties to this Agreement agreed to certain changes to the dates specified in the Purchase Agreement and agreed that Ventas would permit Sunrise REIT to declare and pay a pro rata amount of Sunrise REIT’s regular monthly distribution of $0.0729 per Unit for the period from April 1, 2007 up to but excluding the Closing Date;

WHEREAS, pursuant to Section 5.1 of the Purchase Agreement, the parties desire to amend the Purchase Agreement as provided in this Amendment; and

WHEREAS, the board of trustees of Sunrise REIT (the “Board”), based on the recommendation of the committee of independent trustees of the Board, has determined, after receiving financial and legal advice, that it would be advisable and in the best interests of Sunrise REIT and the Unitholders for the Board to approve this Amendment and the other transactions contemplated hereby, all on the terms and subject to the conditions contained herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

Section 1. Amendments to the Purchase Agreement.

(a) The second (and final) sentence of Section 2.1(1) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“The aggregate amount payable by the Purchasers for the Purchased REIT Property (the “Purchase Price”) shall be equal to (i) the amount of $1,203,971,817.33, plus (ii) the amount of the Assumed Liabilities.”

(b) The phrase “and (ii) the wire transfer of $1,137,712,410 in immediately available funds” in Section 2.1(3) of the Purchase Agreement shall be replaced with the phrase “and (ii) the wire transfer of $1,203,971,817.33 in immediately available funds”.

(c) The following sentence shall be added at the end of Section 2.1(5) of the Purchase Agreement:

“(6) The cash Purchase Price referred to in Sections 2.1(1)(i) and 2.1(3) shall be adjusted by deducting an amount (the “Excess Defeasance Amount”) equal to the excess, if any, of (i) the product of (A) $16.50, (B) the principal amount of any Convertible Debentures that are not converted into underlying Units at Closing (the “Unconverted Convertible Debentures”), divided by $1,000, and (C) the applicable conversion price (expressed as a ratio of Units per $1,000 principal amount) as set out in the Trust Indenture over (ii) the amount paid to defease Sunrise REIT’s obligations under the Trust Indenture in accordance with Section 4.13 of this Agreement. For greater certainty, at Closing the Asset Purchaser shall provide a letter of credit in the amount of the Excess Defeasance Amount in favour of the Sunrise REIT as security for the payment of the Excess Defeasance Amount to the holders of the Unconverted Convertible Debentures upon conversion from time to time, as applicable.”

(d) The first sentence of Section 2.2 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“The Closing (the “Closing”) will be held as soon as practicable and in any event no later than the fifth Business Day after the satisfaction or waiver (subject to applicable Laws) of the conditions (excluding conditions that, by their terms, are to be satisfied on the Closing Date, but subject to the satisfaction or, where permitted the waiver, of those conditions as of the Closing Date) set forth in Section 2.3, and is expected to be held on or before 10:00 a.m. (Toronto Time) on April 26, 2007 or such other time or date as is agreed to in writing by the parties (the “Closing Date”).”

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(e) Section 2.4 of the Purchase Agreement is hereby amended to add a new Section 2.4(9) which shall read in its entirety as follows:

“Notwithstanding Section 2.4(2), the Unitholder Meeting shall be held on April 19, 2007, subject to postponement or adjournment pursuant to Section 4.1(2)(b). As soon as practicable following the execution and delivery of this Agreement, Sunrise REIT will mail or cause to be mailed (i) a new form of proxy or voting instruction form, as applicable, (ii) the joint press release announcing the transactions contemplated hereunder, and (iii) such other documentation which is required to be mailed under the Declaration of Trust or applicable Laws, in each case to those Unitholders, Optionholders, Debentureholders and each other Person to whom the Circular was originally mailed. The Purchasers will provide such assistance as Sunrise REIT may reasonably request in such regard. All documents delivered pursuant to this Section shall be in form and substance satisfactory to the Purchasers and their advisors acting reasonably.”

(f) Section 4.1(1)(b) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“(b) not split, consolidate, classify or reclassify any of the outstanding Units or other equity interests of Sunrise REIT or any of its Subsidiaries that is not directly or indirectly wholly owned by Sunrise REIT, nor declare, set aside or pay any distributions whether in cash, securities or other property (other than (x) normal distributions of up to $0.0729 per Unit at the normal time for such distributions and in any event no more frequently than once per month for all whole calendar months prior to Closing; and (y) a pro rata amount of Sunrise REIT’s regular monthly distribution of $0.0729 per Unit for the period from the first day of the calendar month in which the Closing occurs up to but excluding the Closing Date), in each case on or in respect of the outstanding Units or other equity interests of Sunrise REIT or any of its Subsidiaries that is not directly or indirectly wholly owned by Sunrise REIT;”

(g) Section 4.1(2)(b) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“(b) use its reasonable best efforts to obtain Unitholder Approval, except to the extent that the Board has effected a change in its recommendation in accordance with Section 4.4 hereof (for the avoidance of doubt and without limitation, it is agreed and understood that such reasonable best efforts shall include adjourning or postponing the Unitholder Meeting from time to time at Ventas’ request

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if reasonably necessary to obtain Unitholder Approval (including all steps necessary to reconvene any such meeting), using reasonable best efforts to procure the reasonable participation of Trustees and officers of Sunrise REIT at Ventas’ reasonable request in meetings and discussions with Unitholders and publicly supporting the transactions contemplated by this Agreement).”

(h) The following sentence shall be added to the end of Section 6.6 of the Purchase Agreement:

“Notwithstanding anything contained in this Agreement to the contrary, including, without limitation, Section 5.4, and in addition to any amounts that may be payable pursuant to Section 5.3, in the event the Closing does not occur other than as a result of a breach by the Purchasers of this Agreement, Sunrise REIT agrees to reimburse the Purchasers promptly upon demand for all costs, fees and expenses incurred by the Purchasers in connection with this Agreement up to an aggregate amount of $10,000,000. In the event that any reimbursement amounts that would otherwise be paid pursuant to this Section 6.6 would exceed the amount permitted to be paid pursuant to clause (ii) of the definition of “Termination Payment,” then the provisions contained in the definition of “Termination Payment” shall apply mutatis mutandis to such reimbursement amounts, provided that in no circumstance would Sunrise REIT be required to pay a reimbursement amount pursuant to this sentence and the immediately preceding sentence in excess of $10,000,000.”

(i) The sentence “ “Outside Date” means May 31, 2007.” “ in Schedule A of the Purchase Agreement shall be replaced with the sentence “ “Outside Date” means June 30, 2007.” “

(j) In Section 6.9 of the Purchase Agreement: (i) the phrase “between the parties hereto” shall be added immediately after the word “proceedings” and immediately before the word “arising” in the first sentence of said Section 6.9 and (ii) the following sentence shall be added to the end of said Section 6.9:

“For the avoidance of doubt, nothing contained in this Agreement shall or shall be deemed to prohibit the Purchasers from commencing and pursuing, and the Purchasers shall be expressly permitted to commence and pursue, any action, suit or proceeding against any third party in any jurisdiction.”

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(k) The following sentence shall be added at the end of the definition of “Excluded Assets” in Schedule A of the Purchase Agreement:

“(c) the receivable owing at Closing by Optionholders to Sunrise REIT in the aggregate amount of up to $47,516,316 representing the aggregate outstanding amount of the loan made by Sunrise REIT on behalf of Optionholders in connection with the payment of the aggregate exercise price upon the exercise immediately prior to Closing of Options held by such Optionholders.”

Section 2. General Provisions.

(a) Modification; Full Force and Effect. Except as expressly modified and superseded by this Amendment, the terms, representations, warranties, covenants and other provisions of the Purchase Agreement and the Disclosure Letter are and shall continue to be in full force and effect in accordance with their respective terms.

(b) No Breach by Ventas. Sunrise REIT acknowledges that as of the date of this Agreement, no action by Ventas of which it is aware constitutes (or would constitute with notice or the passage of time or both) a violation of any term of the Purchase Agreement by Ventas.

(c) Settlement of Claims. At the Closing, in consideration for the mutual agreements herein made, Ventas and Sunrise REIT and their respective affiliates will settle claims in respect of alleged violations of the Purchase Agreement by executing and delivering a Settlement Agreement in the form set forth as Schedule A attached hereto.

(d) Disclosure Letter. The Disclosure Letter is hereby amended to reflect the revised Transaction Costs set forth on Schedule B hereto.

(e) References to the Purchase Agreement and the Disclosure Letter. After the date hereof, all references to the Purchase Agreement or the Disclosure Letter shall refer to the Purchase Agreement or the Disclosure Letter as amended, respectively, by this Amendment.

(f) Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

(g) Other Miscellaneous Terms. The provisions of Article 6 (General) of the Purchase Agreement shall apply mutatis mutandis to this Amendment, and to the Purchase Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby.

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(h) No Personal Liability. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto acknowledges that the obligations of Sunrise REIT under this Agreement shall not be personally binding upon any of its trustees or on its registered or beneficial holders of Units as such, and that resort shall not be had to, nor shall recourse be sought from, any of the foregoing or the private property of any of the foregoing in respect of any indebtedness, obligation or liability of the parties arising hereunder, and recourse for such indebtedness, obligations or liabilities shall be limited to, and satisfied only out of, the respective assets of Sunrise REIT. Any obligation of Sunrise REIT set out in this Agreement shall, to the extent necessary to give effect to such obligation, be deemed to constitute, subject to the provisions of the previous sentence, an obligation of its trustees in their capacity as Trustees and to the extent of the assets of Sunrise REIT only.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF the parties hereto have executed this Amendment as of the date first written above by its duly authorized signatories.

VENTAS SSL ONTARIO II, INC. (FORMERLY 2124680 ONTARIO INC.)
By:	/s/ Richard A. Schweinhart
Name:	Richard A. Schweinhart
Title:	President and Chief Financial Officer

VENTAS SSL ONTARIO I, INC. (FORMERLY 2124678 ONTARIO INC.)
By:	/s/ Richard A. Schweinhart
Name:	Richard A. Schweinhart
Title:	President and Chief Financial Officer

VENTAS, INC.
By:	/s/ Richard A. Schweinhart
Name:	Richard A. Schweinhart
Title:	Executive Vice President and Chief Financial Officer

SUNRISE SENIOR LIVING REAL ESTATE INVESTMENT TRUST
By:	/s/ Douglas MacLatchy
	Douglas MacLatchy
	Chief Executive Officer

SUNRISE REIT TRUST
By:	/s/ Douglas MacLatchy
Name:	Douglas MacLatchy
Title:	Chief Executive Officer

SUNRISE REIT GP INC. in its capacity as general partner of SUNRISE CANADIAN UPREIT, LP
By:	/s/ Douglas MacLatchy
Name:	Douglas MacLatchy
Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

Contacts: Ventas	Sunrise REIT
Joele Frank/Jamie Moser	Douglas MacLatchy
Joele Frank, Wilkinson Brimmer Katcher	(416) 644-4954 x2222
(212) 355-4449

VENTAS AND SUNRISE REIT ANNOUNCE

AMENDMENT TO PURCHASE AGREEMENT

Ventas to Acquire Sunrise REIT at Cdn $16.50 Per Unit in Cash

“Best and Final” Ventas Price is Recommended by Sunrise REIT Board

Special Meeting of Sunrise REIT Unitholders Scheduled for April 19, 2007

LOUISVILLE, KY and TORONTO, ON (April 11, 2007) – Ventas, Inc. (NYSE: VTR) (“Ventas”) and Sunrise Senior Living Real Estate Investment Trust (TSX: SZR.UN) (“Sunrise REIT”) announced today that they have agreed to amend the purchase agreement they entered into on January 14, 2007 to reflect an increase in the amount payable to unitholders of Sunrise REIT (“Unitholders”) from Cdn $15.00 per unit to Cdn $16.50 per unit. The total value of the transaction including debt is Cdn $2.28 billion (or approximately USD $1.97 billion). A copy of the amendment to the purchase agreement will be filed on SEDAR at www.sedar.com.

In connection with the amendment to the purchase agreement, the Sunrise REIT special meeting of Unitholders (“Special Meeting”) to consider the proposed transaction with Ventas has been scheduled for April 19, 2007 at 10:00 a.m. at the Toronto Stock Exchange. The record date for Unitholders entitled to vote at the meeting remains February 19, 2007 and the “outside date” for the transaction has been extended to June 30, 2007 from May 31, 2007.

Michael Warren, Chairman of Sunrise REIT and the Special Committee of the Sunrise REIT Board of Trustees formed to consider the transaction, said: “We are very pleased to be able to announce this amended transaction, which is an outstanding result for Unitholders. With Ventas’ 10% purchase price increase, the final price represents a premium of approximately 57% over the volume weighted average trading price of the REIT’s units (the “Units”) on the Toronto Stock Exchange (the “TSX”) for the 20-day period immediately preceding the announcement of the original transaction in January. The Sunrise REIT Special Committee and Board of Trustees strongly recommend that Unitholders vote FOR the proposed Ventas transaction at the upcoming Special Meeting.”

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Ventas and Sunrise REIT Announce

Amendment to Purchase Agreement

April 11, 2007

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In connection with the amended purchase agreement, the Special Committee received an opinion from TD Securities Inc. that the consideration to be received by Unitholders in connection with the amended transaction is fair, from a financial point of view, to such Unitholders.

Debra A. Cafaro, Chairman, President and Chief Executive Officer of Ventas, said: “We continue to be excited about the Sunrise REIT portfolio and development pipeline which offer us diversification, high quality, private pay and growth benefits. It is important to underscore, however, that Cdn $16.50 is Ventas’ ‘best and final’ price; if we do not complete this transaction at this price, we will focus our attention on the other attractive acquisition opportunities in our pipeline.”

In addition, as a part of the amended terms, if the purchase agreement is terminated for any reason other than a breach by Ventas, Sunrise REIT has agreed to reimburse Ventas for up to Cdn $10 million in expenses. The amount of the break-up fee that may become payable under the purchase agreement in certain circumstances remains the same (and is not reduced by the expense reimbursement). The purchase agreement also contemplates that, conditioned on the closing of the transaction, Ventas and Sunrise REIT will settle the outstanding litigation that Ventas has filed against Sunrise REIT.

The closing of the transaction is expected to occur on or about April 26, 2007 (the “Closing Date”) pending approval of the Sunrise REIT Unitholders at the Special Meeting. It is the intention of Sunrise REIT to effect the redemption of all of the issued and outstanding Units as soon as possible on or after the Closing Date.

As previously announced, Sunrise REIT will pay normal monthly distributions of $0.0729 through March 2007 and a pro rata amount of Sunrise REIT’s regular monthly distribution for the period from April 1, 2007 up to but excluding the Closing Date.

The proposed transaction with Sunrise REIT will add 77 high-quality private pay assisted living communities in the U.S. and Canada to Ventas’ portfolio and includes the exclusive right of first offer to acquire other newly developed assets in Canada and portions of the U.S. The 77 communities are located in demographically desirable metropolitan areas of 19 states and two Canadian provinces. Ventas also expects to acquire for a fixed price two newly constructed communities in the U.S. and Canada in 2007 or 2008.

Sunrise Senior Living, Inc. (NYSE: SRZ) (“Sunrise”) developed most of the acquired Sunrise REIT assets and will remain as the manager of all of the properties under the existing long-term management contracts and is a minority joint venture partner in 59 of the communities.

Unitholders who have already voted FOR the proposed Ventas transaction need not take any action, for their votes will be counted. Those Unitholders who wish to change their vote

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Ventas and Sunrise REIT Announce

Amendment to Purchase Agreement

April 11, 2007

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may deposit proxies for the Special Meeting until 10:00 a.m. (Toronto time) on April 18, 2007. An aggregate of 65,826,121 Units were issued and outstanding on the February 19, 2007 record date, and are entitled to vote at the Special Meeting. Sunrise REIT Unitholders are reminded that their vote is important. Any Unitholder who has not yet voted is urged to vote FOR the proposed Ventas transaction. In addition, any Unitholder who has voted AGAINST the proposed Ventas transaction is encouraged to change its vote and vote FOR the proposed Ventas transaction. Unitholders may vote their Units by telephone or by the Internet at www.proxyvotecanada.com, and are advised that if they have any questions or need any assistance in the voting or changing the voting of their Units, they should contact their investment dealer or call either Georgeson Shareholder Communications Inc. at 1-866-413-8828 or Kingsdale Shareholder Services Inc. at 1-866-833-6977.

Sunrise REIT Unitholders are encouraged to read the Management Information Circular related to the proposed transaction with Ventas in its entirety as it provides, among other things, a detailed discussion of the process that led to the proposed transaction and the reasons behind the Sunrise REIT Board of Trustees’ recommendation that Unitholders vote FOR the adoption of the purchase agreement.

Merrill Lynch & Co. is acting as Ventas’ exclusive financial advisor. Wachtell, Lipton, Rosen & Katz and Osler, Hoskin & Harcourt LLP are acting as legal advisors to Ventas.

About Ventas

Ventas, Inc. is a leading healthcare real estate investment trust. Its diverse portfolio of properties located in 43 states includes independent and assisted living facilities, skilled nursing facilities, hospitals and medical office buildings. More information about Ventas can be found on its website at www.ventasreit.com.

About Sunrise REIT

Sunrise REIT was formed to indirectly acquire, own and invest in income-producing senior living communities in major metropolitan markets and their surrounding suburban areas in Canada and the United States. Sunrise REIT owns 77 senior living communities, 11 in Canada and 66 in the United States. All of Sunrise REIT’s senior living communities are managed by Sunrise Senior Living, Inc. one of the largest providers of senior living services in North America. Sunrise REIT also directly acquires interests in newly developed senior living communities through development and financing arrangements with Sunrise Senior Living, Inc.

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding Ventas, Inc.’s (“Ventas” or the “Company”) and its subsidiaries’ expected future financial position, results of operations, cash flows, funds from operations, dividends and dividend plans, financing plans, business strategy, budgets, projected costs, capital expenditures, competitive positions, acquisitions, investment opportunities, merger integration, growth opportunities, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations and statements that include words such as “anticipate,” “if,” “believe,”

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Ventas and Sunrise REIT Announce

Amendment to Purchase Agreement

April 11, 2007

Page 4

“plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will” and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and security holders must recognize that actual results may differ from the Company’s expectations. The Company does not undertake a duty to update such forward-looking statements, which speak only as of the date on which they are made.

The Company’s actual future results and trends may differ materially depending on a variety of factors discussed in the Company’s filings with the Securities and Exchange Commission. Factors that may affect the Company’s plans or results include without limitation: (a) the ability and willingness of the Company’s operators, tenants, borrowers, managers and other third parties, as applicable, to meet and/or perform the obligations under their various contractual arrangements with the Company; (b) the ability and willingness of Kindred Healthcare, Inc. (together with its subsidiaries, “Kindred”), Brookdale Living Communities, Inc. (together with its subsidiaries, “Brookdale”) and Alterra Healthcare Corporation (together with its subsidiaries, “Alterra”) to meet and/or perform their obligations to indemnify, defend and hold the Company harmless from and against various claims, litigation and liabilities under the Company’s respective contractual arrangements with Kindred, Brookdale and Alterra; (c) the ability of the Company’s operators, tenants, borrowers and managers, as applicable, to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities; (d) the Company’s success in implementing its business strategy and the Company’s ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions or investments, including those in different asset types and outside the United States; (e) the nature and extent of future competition; (f) the extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in the Company’s cost of borrowing; (h) the ability of the Company’s operators and managers, as applicable, to deliver high quality services and to attract residents and patients; (i) the results of litigation affecting the Company; (j) changes in general economic conditions and/or economic conditions in the markets in which the Company may, from time to time, compete; (k) the Company’s ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; (l) the movement of interest rates and the resulting impact on the value of and the accounting for the Company’s interest rate swap agreement; (m) the Company’s ability and willingness to maintain its qualification as a REIT due to economic, market, legal, tax or other considerations; (n) final determination of the Company’s taxable net income for the year ended December 31, 2006 and for the year ending December 31, 2007; (o) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration of the leases, including without limitation Kindred’s willingness to renew any or all of its bundles of leased properties expiring in 2008, and the Company’s ability to relet its properties on the same or better terms in the event such leases expire and are not renewed by the existing tenants; (p) risks associated with the proposed acquisition of Sunrise Senior Living REIT, including the Company’s ability to successfully complete the transaction on the contemplated terms and to timely and fully realize the expected revenues and cost savings therefrom; (q) the ability to secure the approval of the unit holders of Sunrise Senior Living REIT for the proposed transaction; (r) the movement of U.S. and Canadian exchange rates; (s) year-over-year changes in the Consumer Price Index and the effect of those changes on the rent escalators, including the rent escalator for Master Lease 2 with Kindred, and the Company’s earnings; and (t) the impact on the liquidity, financial condition and results of operations of the Company’s operators, tenants, borrowers and managers, as applicable, resulting from increased operating costs and uninsured liabilities for professional liability claims, and the ability of the Company’s operators, tenants, borrowers and managers to accurately estimate the magnitude of such liabilities. Many of these factors are beyond the control of the Company and its management.

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EX-99.2

Exhibit 99.2

SETTLEMENT AGREEMENT

made as of April 10, 2007

B E T W E E N:

VENTAS, INC., VENTAS SSL ONTARIO I, INC.

and VENTAS SSL ONTARIO II, INC.

(collectively, “Ventas”)

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SUNRISE SENIOR LIVING REAL ESTATE INVESTMENT TRUST,

SUNRISE REIT TRUST and SUNRISE REIT GP, INC.

(collectively, “Sunrise REIT”)

WHEREAS Ventas and Sunrise REIT are parties to a Purchase Agreement dated as of January 14, 2007 (the “Purchase Agreement”);

AND WHEREAS Ventas commenced an action against Sunrise REIT on April 5, 2007 in Ontario Superior Court of Justice action number 07-CV-330703PD1 (the “Action”);

AND WHEREAS Ventas and Sunrise REIT executed an amendment to the Purchase Agreement dated as of April 10, 2007 (the “Amendment”);

AND WHEREAS the parties to this Agreement, in connection with the settlement represented by the Amendment, wish to compromise and settle between themselves, among other things, all outstanding matters relating to the Action;

NOW THEREFORE in consideration of the execution of the Amendment and the undertakings and covenants set forth herein, the sufficiency of which consideration is hereby irrevocably acknowledged by each of the parties hereto, the parties covenant and agree as follows:

1. Ventas shall direct its solicitors to file and deliver forthwith a notice of discontinuance in respect of the Action to Sunrise REIT’s solicitors. Sunrise REIT agrees that the discontinuance of the Action shall be on a without costs basis.

2. Ventas hereby covenants not to sue Sunrise REIT for any and all actions, causes of action, claims, complaints or demands for payment, and potential actions, causes of action, claims, complaints or demands for payment, existing up to the date hereof and:

(a) in any way connected with or arising out of the matters raised in the Action; and/or

(b) in relation to alleged breaches of the Purchase Agreement and in any way connected with or arising out of facts known to Ventas on the date hereof.

3. Sunrise REIT hereby covenants not to sue Ventas for any and all actions, causes of action, claims, complaints or demands for payment, and potential actions, causes of action, claims, complaints or demands for payment, existing up to the date hereof and:

(a) in any way connected with or arising out of the matters raised in the Action; and/or

(b) in relation to alleged breaches of the Purchase Agreement and in any way connected with or arising out of facts known to Sunrise REIT on the date hereof.

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4. The undersigned hereby warrant that the terms of this Agreement are fully understood by them and that this Agreement is made voluntarily, after receiving independent legal advice.

5. This agreement may be executed by the parties in separate counterparts each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

6. This agreement shall be governed by the laws of Ontario and the laws of Canada applicable therein.

NOTHING HEREIN shall release Health Care Property Investors, Inc. (“HCP”) from any claims, without regard to whether such claims are based in whole or in part upon conduct involving Sunrise REIT and without regard to whether Sunrise REIT participated in the conduct of HCP alleged by Ventas. Nothing contained herein shall preclude Ventas from asserting in connection with its claims against HCP that Sunrise REIT committed breaches of contract.

NOTWITHSTANDING anything to the contrary contained in this Agreement, each of the parties hereto acknowledges that the obligations of Sunrise REIT under this Agreement shall not be personally binding upon any of its trustees or on its registered or beneficial holders of units of Sunrise REIT as such, and that resort shall not be had to, nor shall recourse be sought from, any of the foregoing or the private property of any of the foregoing in respect of any indebtedness, obligation or liability of the parties arising hereunder, and recourse for such indebtedness, obligations or liabilities shall be limited to, and satisfied only out of, the respective assets of Sunrise REIT. Any obligation of Sunrise REIT set out in this Agreement shall, to the extent necessary to give effect to such obligation, be deemed to constitute, subject to the provisions of the previous sentence, an obligation of its trustees in their capacity as trustees of the REIT and to the extent of the assets of Sunrise REIT only.

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IN WITNESS WHEREOF each of the parties hereto has executed this Agreement by its duly authorized signatory as of the date first written above.

VENTAS SSL ONTARIO II, INC. (FORMERLY 2124680 ONTARIO INC.)
By:
Name:	T. Richard Riney
Title:	Executive Vice President and General Counsel
VENTAS SSL ONTARIO I, INC. (FORMERLY 2124678 ONTARIO INC.)
By:
Name:	T. Richard Riney
Title:	Executive Vice President and General Counsel
VENTAS, INC.
By:
Name:	T. Richard Riney
Title:	Executive Vice President and General Counsel
SUNRISE SENIOR LIVING REAL ESTATE INVESTMENT TRUST
By:
	Douglas MacLatchy
Title:	Chief Executive Officer and Trustee

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SUNRISE REIT TRUST
By:.
Name:	Douglas MacLatchy
Title:	Chief Executive Officer and Trustee

SUNRISE REIT GP INC. in its capacity as general partner of SUNRISE CANADIAN UPREIT, LP
By:
Name:	Douglas MacLatchy
Title:	Chief Executive Officer

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