VENTAS,INC. (NYSE:VTR) Files An 8-K Other Events

ME Staff 8-k

7 years ago

VENTAS,INC. (NYSE:VTR) Files An 8-K Other EventsItem 8.01 Other Events.

Closing of the Offering of 4.000% Senior Notes due 2028

On February23, 2018, Ventas Realty, Limited Partnership (“Ventas Realty”), a wholly owned subsidiary of Ventas,Inc. (the “Company”), issued and sold $650 million in aggregate principal amount of its 4.000% Senior Notes due 2028 (the “Notes”) in a registered public offering to the Company’s existing Registration Statement on FormS-3 (File No.333-222998) 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 to an Underwriting Agreement, dated February13, 2018 (the “Underwriting Agreement”), among Ventas Realty, the Company and the underwriters named therein. The Notes were issued under an indenture, dated February23, 2018 (the “Base Indenture”), as supplemented by a first supplemental indenture, dated February23, 2018 (the “First Supplemental Indenture”), among Ventas Realty, the Company and U.S. Bank National Association, as trustee.

The Underwriting Agreement, the Base Indenture and the First 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 4.00% Senior Notes due 2019

On February21, 2018, 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 $600 million in aggregate principal amount of 4.00% Senior Notes due 2019 (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 February20, 2018. A copy of the press release, dated February21, 2018, announcing the results of the Tender Offer is attached as Exhibit99.1 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 February 23, 2018 the Issuers accepted for payment a total of $502,109,000 aggregate principal amount of Tender Offer Notes, or 83.68% of the aggregate principal amount of Tender Offer Notes outstanding.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description
1.1	Underwriting Agreement, dated February13, 2018, among Ventas Realty, Limited Partnership, Ventas,Inc. and the Underwriters named therein, relating to the 4.000% Senior Notes due 2028.
4.1	Indenture, dated February23, 2018, among Ventas Realty, Limited Partnership, Ventas,Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee.

VENTAS INC ExhibitEX-1.1 2 a18-5727_6ex1d1.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION VENTAS REALTY,…To view the full exhibit click here
About VENTAS,INC. (NYSE:VTR)
Ventas, Inc. is a healthcare real estate investment trust (REIT) with its properties located throughout the United States, Canada and the United Kingdom. The Company operates through three segments: triple-net leased properties, senior living operations and MOB operations. In its triple-net leased properties segment, the Company acquires and owns seniors housing and healthcare properties throughout the United States and the United Kingdom. Through its senior living operations segment, the Company invests in seniors housing communities throughout the United States and Canada, and engages independent operators to manage approximately 304 of its seniors housing communities. It owns approximately 1,300 properties, including properties classified as held for sale; MOBs; skilled nursing facilities; specialty hospitals, and general acute care hospitals. It leases approximately 575 properties to various healthcare operating companies under triple-net or absolute-net leases.