VTRVentas

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

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omitted information in a supplement in order to mitigate that risk.

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As discussed with Land & Buildings’ counsel, future soliciting material, including the proxy statement, will reference a color of proxy card other than white.

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We note your disclosure that only NHP LLC is obligated with respect to any of NHP LLC's outstanding senior notes and that Ventas, Inc. is not obligated with respect to such notes. Please tell us how you determined it was unnecessary to provide financial statements of NHP LLC. Reference is made to Rule 3-10 of Regulation S-X. Form 8-K filed May 7, 2021

We respectfully acknowledge the

Staff’s comment. Following our acquisition of Nationwide Health Properties, Inc. (“NHP”) on July 1, 2011, our 100% owned subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, assumed the obligation to pay principal and interest with respect to the outstanding senior notes issued by NHP, but no guarantee was added to the securities. Neither the Company nor any of its subsidiaries is obligated as a guarantor on any of NHP LLC’s outstanding senior notes.

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NHP LLC filed a Form 15 with the SEC on July 18, 2011, to deregister and suspend its reporting obligation with respect to its previously registered common stock and outstanding notes, including the outstanding senior notes referred to in Ventas’s Form 10-K. As NHP LLC’s reporting obligation has been suspended and there is no registered NHP debt outstanding, there is no obligation to file separate financial statements of NHP

LLC.

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We note your presentation of normalized FAD attributable to common stockholders, specifically the adjustments for cash impact of Brookdale lease modification and cash impact of Holiday lease termination. Please address the following: • Please clarify for us the nature of these adjustments. • Please clarify for us why you are adjusting for these items.

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• Please tell us how these adjustments result in a measure that is presented on a consistent basis for all periods presented.

We respectfully acknowledge the

Staff’s comment.

The Company believes that Normalized Funds Available for Distribution attributable to common stockholders (“Normalized FAD”) is a useful supplemental measure of the Company’s operating performance that would not otherwise be available and may be useful to investors in assessing the Company’s operating performance and performance as a REIT.

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Additionally, the Company believes Normalized FAD may provide investors with useful supplemental information regarding the Company’s ability to generate income from its operating performance and the impact of the Company’s operating performance on its ability to make distributions to its stockholders. The Company defines Normalized FAD as Normalized FFO further adjusted to (i) exclude non-cash components of, and straight-line rent adjustments included in, Normalized FFO, (ii) deduct certain recurring capital expenditures and (iii) include cash received related to lease terminations and modifications.

The Company believes that including the amount of lease termination or modification fees received in cash in the calculation of Normalized FAD improves the understanding of its operating results and income generation available to distribute to stockholders because such fees capture future income that the Company is otherwise forgoing pursuant to the terms of the lease termination or modification. In many cases, such fees are captured as rental revenue in GAAP net income and included in Normalized FFO and Normalized FAD in the quarter in which they were received. However, to the extent that is not the case (for instance, because they are amortized under GAAP or because the impact of the transaction to which they relate has been excluded from Normalized FFO), the Company adds such cash fees back to Normalized FAD to the extent they are significant.

For all periods presented within its earnings report on Form 8-K furnished with the SEC on May 7, 2021, the cash fees received in connection with the Company’s transactions with Brookdale

Senior Living (“Brookdale”) and Holiday Retirement (“Holiday”) were the only significant cash fees related to lease modifications and terminations that were not already captured in Normalized FFO. As described in more detail below, due to the size and nature of the transactions with Brookdale and Holiday and because the transactions were a feature of the Company’s other disclosures in the quarter in which those transactions occurred, the Company specifically identified line items for the cash received from each such transaction in the adjustments to determine Normalized FAD.

As disclosed in its earnings report and Form 10-Q for the quarter ended June 30, 2020, in April 2020, the Company completed a consensual transaction with affiliates of Holiday with respect to 26 independent living assets that were previously leased by the Company to Holiday tenants under a master lease that was set to expire in 2028, after an initial 15 year term (the “Holiday Lease”). In return for permitting Holiday to terminate the lease early, the Company received a total of $100 million in consideration consisting of $34 million in cash and $66 million of secured notes from the prior guarantor of the Holiday Lease and certain Holiday affiliates. This total consideration resulting from the lease termination was recognized as rental income for GAAP purposes and was offset by an approximately $50 million non-cash charge for the write-off of accrued straight-line rent receivables under the Holiday Lease due to the termination. The net impact was a $50 million benefit to GAAP net income in the second quarter of 2020. In the reconciliation from GAAP net income to Normalized FAD, the Company adjusted out the non-cash portion of the consideration and included the $34 million cash impact from this lease termination.

for the quarter ended September 30, 2020, in July 2020, the Company entered into a revised master lease agreement with Brookdale. This multi-part transaction was with respect to 121 senior living and healthcare communities leased to Brookdale under a triple-net lease set to expire in 2025 (the “Brookdale Lease”). Ventas agreed to reduce the base rent on the Brookdale Lease from $182 million

(annually) as of the first quarter 2020 to $100 million (annually) starting in July 2020. As consideration for such reduction, the Company received up-front consideration of approximately $235 million consisting of $161.5 million of cash, $45 million in notes and warrants for 16.3 million shares of Brookdale common stock. For GAAP purposes, the entire $235 million of consideration is amortized as deferred revenue for the remaining term of the lease. In the reconciliation from GAAP net income to Normalized FAD, the Company excluded the deferred revenue consistent with other non-cash rental income and included the $161.5 million of cash received as part of the upfront consideration for the lease modification.

The Company endeavored to be transparent in its treatment of the Holiday and Brookdale transactions, including narrative descriptions of each transaction and the impacts in the quarter in which each transaction occurred, while uniquely identifying such impacts in the tabular reconciliation of GAAP net income to Normalized

FAD. Prospectively, the Company will include enhanced disclosure where appropriate of significant transactions that are called out in its GAAP reconciliations in its SEC filings in all periods where the adjustment is presented, consistent with the disclosure described above. The Company will also clarify in future disclosures the rationale for presenting Normalized FAD.

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We note your response to comment 2. Please address the following: • We note you label the measure as Normalized FAD. In light of the use of the term normalized, please tell us how you determined it was appropriate to adjust to include the cash impact of lease terminations and modifications.

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Within your response, please address if you determined such adjustments are representative of your ongoing operating performance and/or normal cash inflows. In addition, please tell us if these adjustments result in a measure that reflects your operating performance and your ability to make distributions that is presented on a consistent basis for all periods presented. • Please tell us how you considered Question 100.03 from the Compliance & Disclosure Interpretations for Non-GAAP Financial Measures in your presentation of Normalized FAD. Within your response, please address that it appears that Normalized FAD includes non-recurring gains (i.e. cash impact for lease terminations and modifications) but does not appear to include non-recurring charges.

Consistent with our discussion with the Staff on June 23, 2021, the Company respectfully acknowledges the Staff’s comments and, in light of the Staff’s concerns, will commit to relabeling Normalized Funds Available for Distribution attributable to common stockholders (“Normalized FAD”) as Operating Funds Available for Distribution attributable to common stockholders (“Operating FAD”), on a prospective basis beginning with the second quarter ending June 30, 2021.

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Additionally, in light of the Staff’s concern regarding the size and context of the Holiday and Brookdale transactions specifically called out as lease terminations/modifications in the Company’s reconciliation from net income to Normalized FAD, the Company commits, on a prospective basis beginning with the second quarter ending June 30, 2021, to remove the adjustments for the “Cash impact of Brookdale lease modification” and “Cash impact of Holiday lease termination” from Operating FAD for the quarters ended June 30, 2020 and September 30, 2020 and the fiscal year ended December 31, 2020, and instead footnote the amounts received from these transactions.

The Company will also clarify in its future disclosures that Operating FAD represents a supplemental measure of the Company’s operating performance to ensure that stockholders, potential investors and financial analysts understand this measure used by management. Specifically, the Company utilizes Operating FAD as a supplemental means of presenting the Company’s operating performance to (i) supplement the understanding of the Company’s operating results and (ii) provide investors with useful supplemental information regarding the Company’s ability to generate income from its operating performance and the impact of the Company’s operating performance on its ability to make distributions to its stockholders. As it is a means of presenting the Company’s operating performance, the Company therefore includes charges and gains from its operating business in Operating FAD.

With regards to the Company’s disclosure within its earnings report on Form 8-K furnished with the SEC on May 7, 2021 (the “May 2021 8-K”), the Company determined that including the amount of lease termination or modification fees received in cash in the calculation of Normalized FAD was appropriate for the following reasons. As a landlord, cash lease terminations and modifications in the Company’s Triple Net and Office segments are a recurring part of the Company’s operating business and are therefore representative of the Company’s ongoing operating performance. Under a lessor/lessee contractual relationship in these segments, to the extent the lessee is not able to meet ongoing rental payments, a lease restructuring or modification may occur, often times through an upfront fee to compensate for lower future rental streams to the Company as landlord. Therefore, the Company determined that the inclusion of lease termination or modification fees received in cash in the calculation of Normalized FAD improves the understanding of the Company’s operating results and income generation available to distribute to stockholders because such cash fees capture future income that the Company is otherwise forgoing pursuant to the terms of the lease termination or modification.

The Company consistently includes such cash fees in Normalized FAD when significant. As such, the Company’s presentation of Normalized FAD for all periods presented within its May

2021 8-K, reflects, on a consistent basis, the effects of significant cash fees received in connection with lease modifications and terminations.

Additionally, Normalized FAD results in a measure that reflects the Company’s operating performance and ability to make distributions that is presented on a consistent basis for all periods presented.

The Company respectively advises the Staff that it considered Question 100.03 from the Compliance & Disclosure Interpretations for Non-GAAP Financial Measures (as revised on May

17, 2016) in drafting its disclosures related to the Company’s Normalized FAD in its May 2021 8-K and determined that all significant cash charges and gains related to the Company’s operating business are included in Normalized FAD in the periods presented. Similar to the inclusion of income and costs from lease terminations and modifications, Normalized FAD includes other operating income and costs such as the impact of routine capital expenditures that are required in order for the Company to maintain its properties in the ordinary course.

As noted in the first paragraph above, the Company will make changes to its disclosure on a prospective basis beginning with the second quarter ending June 30, 2021.

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