UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) of the

OFSecurities ~~THE~~Exchange ~~SECURITIES~~Act ~~EXCHANGE~~of ~~ACT OF~~ 1934

Date of Report (Date of earliest event reported): April ~~March 9~~2, 2012

TH MERGER COMPANY, LLC

(Exact Name of Registrant as Specified in Charter)

Delaware

001-32649

45-4848595

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

10350 Ormsby Park Place, Suite 300

Louisville, Kentucky 40223

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (502) 357-9000

Cogdell Spencer Inc.

~~(Exact~~4401 ~~name~~Barclay ofDowns ~~registrant~~Drive, asSuite 300, ~~specified~~Charlotte, inNorth ~~its~~Carolina ~~charter)~~28209

Maryland		001-32649		20-3126457
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

Former Name or Former Address, if Changed Since Last Report

4401 Barclay Downs Drive, Suite 300

Charlotte, North Carolina 28209

Telephone: (704) 940-2900

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

OnThis ~~March 9,~~Current ~~2012,~~Report ~~Cogdell~~on ~~Spencer~~Form 8-K ~~Inc.~~is ~~(the~~being ~~“Company”)~~filed ~~held~~in aconnection ~~special~~with ~~meeting of stockholders to consider and vote on (1) a proposal to approve~~ the ~~merger~~consummation of the ~~Company~~transactions ~~with~~contemplated THby ~~Merger~~that ~~Corp, Inc.,~~certain aAgreement ~~wholly-owned~~and ~~subsidiary~~Plan of ~~Ventas, Inc.~~Merger (the “~~Company~~ Merger Agreement”), ~~pursuant to the terms and conditions set forth in the Agreement and Plan of Merger,~~ dated as of December 24, 2011, asby itand ~~may~~among beCogdell ~~amended~~Spencer ~~from~~Inc. ~~time to time~~ (the “~~Merger Agreement~~Company”), byCogdell ~~and~~Spencer ~~among~~LP (the ~~Company,~~“Operating ~~Cogdell Spencer LP~~Partnership”), Ventas, Inc. (“Ventas”), TH Merger ~~Corp~~Sub, ~~Inc.~~ LLC (“OP MergerSub”), and TH Merger ~~Sub~~Corp, Inc. ~~LLC;~~ (2) n/k/a ~~proposal~~TH toMerger ~~approve~~Company, onLLC) a(“MergerSub”). ~~non-binding~~Pursuant ~~advisory~~to ~~basis,~~ the ~~compensation~~terms ~~that certain executive officers~~ of the ~~Company~~Merger ~~will~~Agreement, ~~or may receive in connection with~~ the Company ~~Merger;~~merged with and ~~(3) a~~into ~~proposal~~MergerSub ~~to adjourn~~ (the ~~special meeting~~“Merger”), ifwith ~~necessary~~MergerSub orcontinuing ~~appropriate,~~as tothe ~~solicit~~surviving ~~additional~~company ~~proxies~~and ifa ~~there~~wholly-owned ~~were~~subsidiary ~~insufficient~~of ~~votes~~Ventas atwith the ~~time~~name of“TH ~~the~~Merger ~~special~~Company, ~~meeting~~LLC” ~~to approve~~ (the ~~proposal~~“Surviving ~~to approve the~~ Company ~~Merger~~”).

AsItem ~~of the close of business on February 3, 2012, which was the record date for the special meeting, 51,237,634 shares of Company common stock were outstanding and entitled to vote~~1. At02. ~~the~~Termination ~~special meeting, holders~~ of ~~37,953,153~~a ~~shares~~Material ofDefinitive ~~Company common stock were represented in person or by proxy, constituting a quorum.~~Agreement

~~The~~On ~~Company’s~~April 2, ~~common~~2012, ~~stockholders~~in ~~approved~~connection with the ~~Company~~consummation of the transactions contemplated by the Merger ~~pursuant~~Agreement, tothe Company repaid all outstanding principal amounts and terminated the ~~terms~~commitments under (i) that certain Amended and ~~conditions~~Restated ~~set~~Credit ~~forth~~Agreement, indated March 1, 2011, among the ~~Merger~~Operating Partnership, as Borrower, the Company, as Guarantor, Bank of America, N.A., as Administrative Agent, and the other parties thereto and (ii) that certain Credit Agreement, ~~based~~dated onas of August 2, 2011, among the ~~following~~Company, ~~results~~as Guarantor, the Operating Partnership, as ~~certified~~Borrower, byBank of America, N.A., as Administrative Agent, and the ~~inspector:~~other lenders from time to time party thereto.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
30,450,287		7,430,924		71,942		0

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~The~~On April 2, 2012, the Company’s notified the New York Stock Exchange (the “NYSE”) that, effective upon the consummation of the Merger, each share of common ~~stockholders~~stock, ~~approved~~par value $0.01 per share (the “Common Stock”), onof athe ~~non-binding~~Company ~~advisory~~(other ~~basis~~than shares held by the Company, Ventas or any of their respective subsidiaries, which shares were canceled) was converted into the ~~compensation~~right ~~that~~to ~~certain~~receive ~~executive~~$4.25 ~~officers~~in cash, and each share of 8.500% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), of the Company ~~will~~(other than shares held by the Company, Ventas or ~~may~~any of their respective subsidiaries, which shares were canceled) was converted into the right to receive $25 in ~~connection~~cash, ~~with~~plus accrued and unpaid dividends thereon through and including the ~~Company~~effective date of the Merger. ~~based~~The NYSE has filed a notification of removal from listing on Form 25 with the ~~following~~Securities ~~results~~and asExchange ~~certified~~Commission bywith respect to the ~~inspector:~~Common Stock and the Series A Preferred Stock.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
24,522,952		13,024,174		406,025		2

Item 3.03. Material Modification to Rights of Security Holders

~~The~~Effective ~~Company’s~~upon ~~common~~consummation ~~stockholders~~of ~~approved~~ the ~~proposal~~Merger, toeach ~~adjourn~~share ~~the~~of ~~special~~Common ~~meeting,~~Stock if(other ~~necessary~~than orshares ~~appropriate~~held by the Company, toVentas ~~solicit~~or ~~additional~~any ~~proxies~~of iftheir ~~there~~respective subsidiaries, which shares were ~~insufficient~~canceled) ~~votes~~was atconverted into the ~~time~~right to receive $4.25 in cash, and each share of ~~the~~Series A ~~special~~Preferred ~~meeting~~Stock to(other ~~approve~~than shares held by the Company, ~~Merger~~Ventas ~~based~~or onany ~~the~~of ~~following~~their ~~results~~respective assubsidiaries, ~~certified~~which byshares were canceled) was converted into the ~~inspector:~~right to receive $25 in cash,

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
28,176,126		9,700,407		76,618		2

~~The~~plus ~~proposal~~accrued toand ~~adjourn~~unpaid dividends thereon through and including the ~~special~~effective ~~meeting~~date ~~was~~of ~~deemed~~the ~~moot~~Merger, ~~because~~and ~~there~~holders ~~were~~of ~~sufficient~~the ~~votes~~Common atStock and Series A Preferred Stock immediately prior to the effective time of the ~~special~~Merger ~~meeting~~ceased to ~~approve~~have any rights as stockholders in the Company (other than their right to receive the per share Merger consideration).

2Item 5.01. Changes in Control of Registrant

~~SIGNATURE~~On April 2, 2012, the Company merged with and into MergerSub and thereby became a wholly-owned subsidiary of Ventas. Effective April 2, 2012, the Common Stock and Series A Preferred Stock ceased trading on the NYSE.

~~Pursuant~~The todisclosure ~~the~~contained ~~requirements~~in of“Item ~~the~~3.03. ~~Securities~~Material ~~Exchange~~Modification ~~Act~~to ~~of 1934, as amended,~~ the ~~registrant~~Rights ~~has~~of ~~duly~~Security ~~caused~~Holders” of this ~~report~~Current toReport ~~be signed~~ on ~~its~~Form 8-K ~~behalf~~is byincorporated ~~the~~in ~~undersigned~~this ~~hereunto~~Item ~~duly~~5.01 ~~authorized~~by reference.

~~Dated:~~Item ~~March 9,~~5.02. ~~2012~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~COGDELL~~Effective ~~SPENCER~~upon ~~INC.~~consummation ~~(Registrant)~~of ~~By:~~the /Merger, the Company’s/ ~~Charles~~directors M.and ~~Handy~~executive ~~Name:~~officers ~~Charles~~ceased M.serving ~~Handy~~in ~~Title:~~such ~~Chief~~capacities, ~~Financial~~and ~~Officer~~the managers and executive officers of Merger Sub continued as the managers and executive officers of the Surviving Company.

3T. Richard Riney, Executive Vice President, Chief Administrative Officer and General Counsel of Ventas, Richard A. Schweinhart, Executive Vice President and Chief Financial Officer of Ventas, and Brian K. Wood, Senior Vice President and Chief Tax Officer of Ventas, serve on the board of managers of the Surviving Company. The following persons serve as executive officers of the Surviving Company: Mr. Riney, Executive Vice President and Associate Secretary; Mr. Schweinhart, President and Chief Financial Officer; and Robert J. Brehl, Vice President and Chief Accounting Officer.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Following the consummation of the Merger, the Certificate of Formation and Amended and Restated Limited Liability Company Agreement of MergerSub continued in full force and effect as the organizational documents of the Surviving Company.

The foregoing is qualified in its entirety by reference to the full text of the Certificate of Formation and the Amended and Restated Limited Liability Company Agreement, copies of which are filed herewith as Exhibit 3.1 and 3.2 and incorporated in this Item 5.03 by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed herewith:

Exhibit Number		Description

3.1		Certificate of Formation of TH Merger Company, LLC.
3.2		Amended and Restated Limited Liability Company Agreement dated as of March 26, 2012 of TH Merger Company, LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	April 3, 2012


		TH MERGER COMPANY, LLC


		By:	/s/ Kristen M. Benson
		Name:		Kristen M. Benson
		Title:		Vice President and Secretary

EXHIBIT INDEX

Exhibit Number		Description

3.1		Certificate of Formation of TH Merger Company, LLC.
3.2		Amended and Restated Limited Liability Company Agreement dated as of March 26, 2012 of TH Merger Company, LLC.

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