SEC Comment Letter for Ventas, Inc. (VTR) (CIK 0000740260) (VTR) — Mar 15, 2022
Ventas, Inc. (VTR) (CIK 0000740260)
Date: March 15, 2022 · CIK: 0000740260 · Accession: 0000000000-22-002848
AI Filing Summary & Sentiment
File numbers found in text: 001-10989
Letter
United States securities and exchange commission logo March 15, 2022 Jonathan Litt Chief Investment Officer Land & Buildings Investment Management, LLC 1 Landmark Square, 17th Floor Stamford, Connecticut 06901 Re:Ventas, Inc. Preliminary Proxy Statement on Schedule 14A filed by Jonathan Litt, Land & Buildings Capital Growth Fund, LP, L&B Opportunity Fund, LLC et al. Filed March 7, 2022 File No. 001-10989 Dear Mr. Litt: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Additional Information, page 21 1.Please advise us when Land & Buildings anticipates distributing the proxy statement. Given that reliance on Exchange Act Rule 14a-5(c) is impermissible at any time before the registrant distributes its proxy statement, Land & Buildings will accept all legal risk in connection with distributing the initial definitive proxy statement without all required disclosures and should undertake to subsequently provide any omitted information in a supplement in order to mitigate that risk. General 2.As discussed with Land & Buildings’ counsel, future soliciting material, including the proxy statement, will reference a color of proxy card other than white.
FirstName LastNameJonathan Litt Comapany NameLand & Buildings Investment Management, LLC March 15, 2022 Page 2 FirstName LastName Jonathan Litt Land & Buildings Investment Management, LLC March 15, 2022 Page 2 We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Perry Hindin at 202-551-3444. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions cc: Meagan Reda
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United States securities and exchange commission logo
March 15, 2022
Jonathan Litt
Chief Investment Officer
Land & Buildings Investment Management, LLC
1 Landmark Square, 17th Floor
Stamford, Connecticut 06901
Re:Ventas, Inc.
Preliminary Proxy Statement on Schedule 14A filed by Jonathan Litt, Land
& Buildings Capital Growth Fund, LP, L&B Opportunity Fund, LLC et al.
Filed March 7, 2022
File No. 001-10989
Dear Mr. Litt:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Additional Information, page 21
1.Please advise us when Land & Buildings anticipates distributing the proxy statement.
Given that reliance on Exchange Act Rule 14a-5(c) is impermissible at any time before
the registrant distributes its proxy statement, Land & Buildings will accept all legal risk in
connection with distributing the initial definitive proxy statement without all required
disclosures and should undertake to subsequently provide any omitted information in a
supplement in order to mitigate that risk.
General
2.As discussed with Land & Buildings’ counsel, future soliciting material, including the
proxy statement, will reference a color of proxy card other than white.
FirstName LastNameJonathan Litt
Comapany NameLand & Buildings Investment Management, LLC
March 15, 2022 Page 2
FirstName LastName
Jonathan Litt
Land & Buildings Investment Management, LLC
March 15, 2022
Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc: Meagan Reda