SEC Company Response from VENTAS HEALTHCARE PROPERTIES INC (CIK 0001208680) — Sep 16, 2005
VENTAS HEALTHCARE PROPERTIES INC (CIK 0001208680)
Date: Sept. 16, 2005 · CIK: 0001208680 · Accession: 0001047469-05-023048
AI Filing Summary & Sentiment
File numbers found in text: 333-127262
Letter
Ventas, Inc.
Ormsby Park Place
Suite 300
Louisville, Kentucky 40223
September 16, 2005
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Registration Statement on Form S-4 (File No. 333-127262)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement on Form S-4, as amended, relating to the offers to exchange (the “Exchange Offers”) up to $175,000,000 in aggregate principal amount of 63/4% Senior Notes due 2010 (the “Exchange 2010 Notes”), up to $50,000,000 aggregate principal amount of 65/8% Senior Notes due 2014 (the “Exchange 2014 Notes”) and up to $175,000,000 aggregate principal amount of 71/8% Senior Notes due 2015 (the “Exchange 2015 Notes,” and together with the Exchange 2010 Notes and the Exchange 2014 Notes, the “Exchange Notes”) of Ventas Realty, Limited Partnership and Ventas Capital Corporation (together, the “Issuers”) for outstanding 63/4% Senior Notes due 2010 (the “Original 2010 Notes”), 65/8% Senior Notes due 2014 (the “Original 2014 Notes”) and 71/8% Senior Notes due 2015 (the “Original 2015 Notes,” and collectively with the Original 2010 Notes and Original 2014 Notes, the “Original Notes”), the Issuers, Ventas, Inc. (“Ventas”) and the subsidiary guarantors set forth on Schedule I hereto (the “Subsidiary Guarantors,” and together with the Ventas, the “Guarantors”) hereby represent that:
(A) The Issuers and the Guarantors have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offers and, to the best of the Issuers’ and the Guarantors’ information and belief, each person participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offers. In this regard, the Issuers and the Guarantors shall make each person participating in the Exchange Offers aware, through the prospectus relating to the Exchange Offers (the “Prospectus”) or otherwise, that if an Exchange Offer is being registered for the purpose of secondary resales, any holder of an Original Note using the Exchange Offer to participate in a distribution of the Exchange Notes (i) could not rely on the position of the staff of the Securities and Exchange Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co., Inc. (available June 5, 1991), Shearman & Sterling (available July 2, 1993) or similar letters and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The Issuers and the Guarantors acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K of the Securities Act.
(B) The Issuers and the Guarantors (i) shall make each person participating in the Exchange Offers aware, through the Prospectus, that any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Original Notes pursuant to the Exchange Offers, may be a statutory underwriter and must deliver the Prospectus in connection with any resale of the Exchange Notes and (ii) shall include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offers the additional provision that, if the exchange offeree is a broker-dealer holding Original Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Original Notes pursuant to the Exchange Offers. The transmittal letter or similar documentation shall also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
[Remainder of Page Intentionally Left Blank]
Very truly yours,
VENTAS, INC.
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CORRESP 1 filename1.htm Ventas, Inc. 10350 Ormsby Park Place Suite 300 Louisville, Kentucky 40223 September 16, 2005 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Registration Statement on Form S-4 (File No. 333-127262) Ladies and Gentlemen: In connection with the above-referenced Registration Statement on Form S-4, as amended, relating to the offers to exchange (the “Exchange Offers”) up to $175,000,000 in aggregate principal amount of 63/4% Senior Notes due 2010 (the “Exchange 2010 Notes”), up to $50,000,000 aggregate principal amount of 65/8% Senior Notes due 2014 (the “Exchange 2014 Notes”) and up to $175,000,000 aggregate principal amount of 71/8% Senior Notes due 2015 (the “Exchange 2015 Notes,” and together with the Exchange 2010 Notes and the Exchange 2014 Notes, the “Exchange Notes”) of Ventas Realty, Limited Partnership and Ventas Capital Corporation (together, the “Issuers”) for outstanding 63/4% Senior Notes due 2010 (the “Original 2010 Notes”), 65/8% Senior Notes due 2014 (the “Original 2014 Notes”) and 71/8% Senior Notes due 2015 (the “Original 2015 Notes,” and collectively with the Original 2010 Notes and Original 2014 Notes, the “Original Notes”), the Issuers, Ventas, Inc. (“Ventas”) and the subsidiary guarantors set forth on Schedule I hereto (the “Subsidiary Guarantors,” and together with the Ventas, the “Guarantors”) hereby represent that: (A) The Issuers and the Guarantors have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offers and, to the best of the Issuers’ and the Guarantors’ information and belief, each person participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offers. In this regard, the Issuers and the Guarantors shall make each person participating in the Exchange Offers aware, through the prospectus relating to the Exchange Offers (the “Prospectus”) or otherwise, that if an Exchange Offer is being registered for the purpose of secondary resales, any holder of an Original Note using the Exchange Offer to participate in a distribution of the Exchange Notes (i) could not rely on the position of the staff of the Securities and Exchange Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co., Inc. (available June 5, 1991), Shearman & Sterling (available July 2, 1993) or similar letters and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The Issuers and the Guarantors acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K of the Securities Act. (B) The Issuers and the Guarantors (i) shall make each person participating in the Exchange Offers aware, through the Prospectus, that any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Original Notes pursuant to the Exchange Offers, may be a statutory underwriter and must deliver the Prospectus in connection with any resale of the Exchange Notes and (ii) shall include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offers the additional provision that, if the exchange offeree is a broker-dealer holding Original Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Original Notes pursuant to the Exchange Offers. The transmittal letter or similar documentation shall also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. [Remainder of Page Intentionally Left Blank] Very truly yours, VENTAS, INC. By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary VENTAS REALTY, LIMITED PARTNERSHIP By: VENTAS, INC., its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary of Ventas, Inc. VENTAS CAPITAL CORPORATION By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary VENTAS LP REALTY, L.L.C. By: VENTAS, INC., its sole member By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary of Ventas, Inc. VENTAS HEALTHCARE PROPERTIES, INC. By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary VENTAS TRS, LLC By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary [SIGNATURE PAGES CONTINUE] VENTAS MANAGEMENT, LLC By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary VENTAS FRAMINGHAM, LLC By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary VENTAS SUN LLC By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary VENTAS CAL SUN LLC By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary VENTAS PROVIDENT, LLC By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary ELDERTRUST By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ELDERTRUST OPERATING LIMITED PARTNERSHIP By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary [SIGNATURE PAGES CONTINUE] ET CAPITAL CORP. By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET SUB-BERKSHIRE LIMITED PARTNERSHIP By: ET BERKSHIRE, L.L.C., its general partner By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET BERKSHIRE, LLC By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary CABOT ALF, L.L.C. By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary CLEVELAND ALF, L.L.C. By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET SUB-HERITAGE WOODS, L.L.C. By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary [SIGNATURE PAGES CONTINUE] ET SUB-HIGHGATE, L.P. By: ET GENPAR, L.L.C., its general partner By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET GENPAR, L.L.C. By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET SUB-LACEY I, L.L.C. By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET SUB-LEHIGH LIMITED PARTNERSHIP By: ET LEHIGH, L.L.C., its general partner By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET LEHIGH, LLC By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET SUB-LOPATCONG, L.L.C. By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary [SIGNATURE PAGES CONTINUE] ET SUB-PENNSBURG MANOR LIMITED PARTNERSHIP, L.L.P. By: ET PENNSBURG FINANCE, L.L.C., its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET PENNSBURG FINANCE, L.L.C. By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET SUB-PHILLIPSBURG I, L.L.C. By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET SUB-PLEASANT VIEW, L.L.C. By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET SUB-RITTENHOUSE LIMITED PARTNERSHIP, L.L.P. By: ET GENPAR, L.L.C., its general partner By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET SUB-RIVERVIEW RIDGE LIMITED PARTNERSHIP, L.L.P. By: ET GENPAR, L.L.C., its general partner By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary [SIGNATURE PAGES CONTINUE] ET SUB-SANATOGA LIMITED PARTNERSHIP By: ET SANATOGA, L.L.C., its general partner By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET SANATOGA, LLC By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET SUB-SMOB, L.L.C. By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary VERNON ALF, L.L.C. By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET SUB-WILLOWBROOK LIMITED PARTNERSHIP, L.L.P. By: ET GENPAR, L.L.C., its general partner By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET SUB-WAYNE I LIMITED PARTNERSHIP, L.L.P. BY: ET WAYNE FINANCE, L.L.C., its general partner By /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary [SIGNATURE PAGES CONTINUE] ET WAYNE FINANCE, L.L.C. By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary ET WAYNE FINANCE, INC. By: /s/ T. Richard Riney Name: T. Richard Riney Title: Chairman, Executive Vice President and Secretary ET SUB-WOODBRIDGE, L.P. By: ET GENPAR, L.L.C., its general partner By: ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member By: ELDERTRUST, its general partner By: /s/ T. Richard Riney Name: T. Richard Riney Title: Secretary PSLT GP, LLC By: VENTAS PROVIDENT, LLC, its sole member By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary PSLT OP, L.P. By: PSLT GP, LLC, its general partner By: VENTAS PROVIDENT, LLC, its sole member By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary PSLT-BLC PROPERTIES HOLDINGS, LLC By: PSLT OP, L.P., its sole member By: PSLT GP, LLC, its general partner By: VENTAS PROVIDENT, LLC, its sole member By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary [SIGNATURE PAGES CONTINUE] BROOKDALE LIVING COMMUNITIES OF ARIZONA-EM, LLC By: PSLT-BLC PROPERTIES HOLDINGS, LLC, its sole member By: PSLT OP, L.P., its sole member By: PSLT GP, LLC, its general partner By: VENTAS PROVIDENT, LLC, its sole member By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary BROOKDALE LIVING COMMUNITIES OF CALIFORNIA, LLC By: PSLT-BLC PROPERTIES HOLDINGS, LLC, its sole member By: PSLT OP, L.P., its sole member By: PSLT GP, LLC, its general partner By: VENTAS PROVIDENT, LLC, its sole member By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-RC, LLC By: PSLT-BLC PROPERTIES HOLDINGS, LLC, its sole member By: PSLT OP, L.P., its sole member By: PSLT GP, LLC, its general partner By: VENTAS PROVIDENT, LLC, its sole member By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-SAN MARCOS, LLC By: PSLT-BLC PROPERTIES HOLDINGS, LLC, its sole member By: PSLT OP, L.P., its sole member By: PSLT GP, LLC, its general partner By: VENTAS PROVIDENT, LLC, its sole member By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary [SIGNATURE PAGES CONTINUE] BROOKDALE LIVING COMMUNITIES OF ILLINOIS-2960, LLC By: PSLT-BLC PROPERTIES HOLDINGS, LLC, its sole member By: PSLT OP, L.P., its sole member By: PSLT GP, LLC, its general partner By: VENTAS PROVIDENT, LLC, its sole member By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary BROOKDALE LIVING COMMUNITIES OF ILLINOIS-II, LLC By: PSLT-BLC PROPERTIES HOLDINGS, LLC, its sole member By: PSLT OP, L.P., its sole member By: PSLT GP, LLC, its general partner By: VENTAS PROVIDENT, LLC, its sole member By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary BLC OF CALIFORNIA-SAN MARCOS, L.P. By: BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-SAN MARCOS, LLC, its general partner By: PSLT-BLC PROPERTIES HOLDINGS, LLC, its sole member By: PSLT OP, L.P., its sole member By: PSLT GP, LLC, its general partner By: VENTAS PROVIDENT, LLC, its sole member By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice President, General Counsel and Corporate Secretary BROOKDALE HOLDINGS, LLC By: PSLT-BLC PROPERTIES HOLDINGS, LLC, its sole member By: PSLT OP, L.P., its sole member By: PSLT GP, LLC, its general partner By: VENTAS PROVIDENT, LLC, its sole member By: /s/ T. Richard Riney Name: T. Richard Riney Title: Executive Vice Pre