Ventas, Inc. — Capital/Financing Update 2019

Jul 3, 2019

8-K 1 a19-12323_18k.htm 8-K

*UNITED STATES SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 8-K*

*CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934*

Date of Report (Date of Earliest Event Reported): July 3, 2019

*VENTAS, INC.*

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-10989	61-1055020
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

353 N. Clark Street, Suite 3300, Chicago, Illinois	60654
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (877) 483-6827

*Not applicable*

Former Name or Former Address, if Changed Since Last Report

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.25 par value	VTR	New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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*Item 8.01 Other Events.*

**Closing of the Offering of 2.650% Senior Notes due 2025****

On July 3, 2019, Ventas Realty, Limited Partnership (“Ventas Realty”), a wholly owned subsidiary of Ventas, Inc. (the “Company”), issued and sold $450 million in aggregate principal amount of its 2.650% Senior Notes due 2025 (the “Notes”) in a registered public offering pursuant to the existing Registration Statement of the Company and Ventas Realty on Form S-3 (File Nos. 333-222998 and 333-222998-01) filed under the Securities Act of 1933, as amended. The Notes are guaranteed by the Company on a senior unsecured basis.

The Notes were sold pursuant to an Underwriting Agreement, dated June 24, 2019 (the “Underwriting Agreement”), among Ventas Realty, the Company and the underwriters named therein. The Notes were issued under an indenture, dated February 23, 2018 (the “Base Indenture”), as supplemented by a fourth supplemental indenture, dated July 3, 2019 (the “Fourth Supplemental Indenture”), among Ventas Realty, the Company and U.S. Bank National Association, as trustee.

The Underwriting Agreement, the Base Indenture and the Fourth Supplemental Indenture are filed as Exhibits 1.1, 4.1 and 4.2, respectively, and are each incorporated herein by reference.

**Results of Tender Offer for 2.700% Senior Notes due 2020****

On July 1, 2019, the Company announced the results of the previously announced cash tender offer (the “Tender Offer”) by Ventas Realty and Ventas Capital Corporation (“Ventas Capital” and, together with Ventas Realty, the “Issuers”) for any and all of the outstanding $500 million in aggregate principal amount of 2.700% Senior Notes due 2020 (the “Tender Offer Notes”), which were jointly issued by the Issuers and are fully and unconditionally guaranteed by the Company. The Tender Offer expired at 5:00 p.m., New York City time, on June 28, 2019. A copy of the press release, dated July 1, 2019, announcing the results of the Tender Offer is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Following the conclusion of the guaranteed delivery procedures described in the offer to purchase relating to the Tender Offer, on July 3, 2019 the Issuers accepted for payment a total of $ 397,052,000 aggregate principal amount of Tender Offer Notes, or 79.41% of the aggregate principal amount of Tender Offer Notes outstanding.

*Item 9.01. Financial Statements and Exhibits.*

(d) E xhibits:

Exhibit Number	Description
1.1	Underwriting Agreement, dated June 24, 2019, among Ventas Realty, Limited Partnership, Ventas, Inc. and the Underwriters named therein, relating to the 2.650% Senior Notes due 2025.

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4.1	Indenture, dated February 23, 2018, among Ventas Realty, Limited Partnership, Ventas, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 23, 2018).
4.2	Fourth Supplemental Indenture, dated July 3, 2019, among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee (including the form of the 2.650% Senior Notes due 2025).
5.1	Opinion of Latham & Watkins LLP.
23.1	Consent of Latham & Watkins LLP (included in their opinion filed as Exhibit 5.1).
99.1	Press release, dated July 1, 2019, announcing the results of the Tender Offer.

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*SIGNATURES*

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

/s/ T. Richard Riney
T. Richard Riney
Executive Vice President, Chief Administrative Officer, General Counsel and Ethics and Compliance Officer

[ Signature Page to Closing 8-K ]

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