August 9, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Attention: Gregory Herbers
| Re: | Ventas, Inc. | |
| Registration Statement on Form S-4 | ||
| File No. 333-258177 | ||
| Request for Acceleration |
Dear Mr. Herbers:
Reference is made to the Registration Statement on Form S-4 (File No. 333-258177) filed by Ventas, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on July 26, 2021, as amended by Amendment No. 1 thereto on August 9, 2021 (the “Registration Statement”).
The Company hereby requests the Registration Statement be made effective at 4:00 p.m., Eastern Time, on August 11, 2021, or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended.
If you have any questions or comments concerning this letter, or if you require any additional information, please feel free to contact Robin Panovka, Victor Goldfeld or Mark Stagliano at (212) 403-1352, (212) 403-1005 or (212) 403-1060, respectively. Please notify any of them when this request for acceleration has been granted.
[signature page follows]
| Very truly yours, | ||
| Ventas, Inc. | ||
| By: | /s/ Carey S. Roberts | |
| Name: | Carey S. Roberts | |
| Title: | Executive Vice President, General Counsel and Ethics & Compliance Officer | |
| cc: | Robin Panovka, Wachtell, Lipton, Rosen & Katz |
| Victor Goldfeld, Wachtell, Lipton, Rosen & Katz | |
| Mark A. Stagliano, Wachtell, Lipton, Rosen & Katz | |
| Damien R. Zoubek, Cravath, Swaine & Moore LLP | |
| Ting S. Chen, Cravath, Swaine & Moore LLP |