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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):
February 29, 2024
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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
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 ¨
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. ¨
Offering of Senior Notes in Canada
On February 29, 2024, Ventas Canada Finance Limited
(“Ventas Canada”), an indirect, wholly-owned subsidiary of Ventas, Inc. (“Ventas” or the “Company”),
launched and priced a private offering in Canada of Cdn$650 million of 5.10% Senior Notes, Series J due 2029 (the “Notes”).
The sale of the Notes is expected to close on March 5, 2024, subject to satisfaction of customary closing conditions. The Notes will be
guaranteed, on a senior unsecured basis, by the Company. Ventas Canada expects to use the net proceeds from the offering to repay existing
indebtedness incurred by Ventas Canada (including under Ventas Canada’s Cdn$500 million unsecured term loan facility) and/or for
general corporate purposes, which may include acquisitions of, or investments in, additional properties and business.
A copy of the press release issued by the Company
regarding the pricing of the Notes is attached hereto as Exhibit 99.1.
The Notes have not been and will not be registered
under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or
sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and
applicable state laws.
Forward-Looking
Statements
This Form 8-K includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated
results from operations and developments and other matters that are not historical facts. Forward-looking statements include, among other
things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “assume,”
“may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,”
“seek,” “target,” “forecast,” “plan,” “potential,” “opportunity,”
“estimate,” “could,” “would,” “should” and other comparable and derivative terms or the
negatives thereof.
Forward-looking statements are based on management’s
beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements,
which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events
or results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update
these forward-looking statements, which speak only as of the date on which they are made. We urge you to carefully review the disclosures
we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and
in our filings with the Securities and Exchange Commission, such as in the sections titled “Cautionary Statements — Summary
Risk Factors,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.
Certain factors that could affect our future results
and our ability to achieve our stated goals include, but are not limited to: (a) our ability to achieve the anticipated benefits and synergies
from, and effectively integrate, our completed or anticipated acquisitions and investments of properties, including our ownership of the
properties included in our equitized loan portfolio; (b) our exposure and the exposure of our tenants, managers and borrowers to complex
healthcare and other regulation, including evolving laws and regulations regarding data privacy and cybersecurity and environmental matters,
and the challenges and expense associated with complying with such regulation; (c) the potential for significant general and commercial
claims, legal actions, regulatory proceedings or enforcement actions that could subject us or our tenants, managers or borrowers to increased
operating costs, uninsured liabilities, fines or significant operational limitations, including the loss or suspension of or moratoriums
on accreditations, licenses or certificates of need, suspension of or nonpayment for new admissions, denial of reimbursement, suspension,
decertification or exclusion from federal, state or foreign healthcare programs or the closure of facilities or communities; (d) the impact
of market and general economic conditions on us, our tenants, managers and borrowers and in areas in which our properties are geographically
concentrated, including macroeconomic trends and financial market events, such as bank failures and other events affecting financial institutions,
market volatility, increases in inflation, changes in or elevated interest and exchange rates, tightening of lending standards and reduced
availability of credit or capital, geopolitical conditions, supply chain pressures, rising labor costs and historically low unemployment,
events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real
estate markets, labor markets and public and private capital markets; (e) our reliance and the reliance of our tenants, managers and borrowers
on the financial, credit and capital markets and the risk that those markets may be disrupted or become constrained, including as a result
of bank failures or concerns or rumors about such events, tightening of lending standards and reduced availability of credit or capital;
(f) the secondary and tertiary effects of the COVID-19 pandemic on our business, financial condition and results of operations and the
implementation and impact of regulations related to the CARES Act and other stimulus legislation, including the risk that some or all
of the CARES Act or other COVID-19 relief payments we or our tenants, managers or borrowers received could be recouped; (g) our ability,
and the ability of our tenants, managers and borrowers, to navigate the trends impacting our or their businesses and the industries in
which we or they operate, and the financial condition or business prospect of our tenants, managers and borrowers; (h) the risk of bankruptcy,
inability to obtain benefits from governmental programs, insolvency or financial deterioration of our tenants, managers, borrowers and
other obligors which may, among other things, have an adverse impact on the ability of such parties to make payments or meet their other
obligations to us, which could have an adverse impact on our results of operations and financial condition; (i) the risk that the borrowers
under our loans or other investments default or that, to the extent we are able to foreclose or otherwise acquire the collateral securing
our loans or other investments, we will be required to incur additional expense or indebtedness in connection therewith, that the assets
will underperform expectations or that we may not be able to subsequently dispose of all or part of such assets on favorable terms; (j)
our current and future amount of outstanding indebtedness, and our ability to access capital and to incur additional debt which is subject
to our compliance with covenants in instruments governing our and our subsidiaries’ existing indebtedness; (k) the recognition of
reserves, allowances, credit losses or impairment charges are inherently uncertain, may increase or decrease in the future and may not
represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets, which could have
an adverse impact on our results of operations and financial condition; (l) the non-renewal of any leases or management agreement or defaults
by tenants or managers thereunder and the risk of our inability to replace those tenants or managers on a timely basis or on favorable
terms, if at all; (m) our ability to identify and consummate future investments in or dispositions of healthcare assets and effectively
manage our portfolio opportunities and our investments in co-investment vehicles, joint ventures and minority interests, including our
ability to dispose of such assets on favorable terms as a result of rights of first offer or rights of first refusal in favor of third
parties; (n) risks related to development, redevelopment and construction projects, including costs associated with inflation, rising
or elevated interest rates, labor conditions and supply chain pressures, and risks related to increased construction and development in
markets in which our properties are located, including adverse effect on our future occupancy rates; (o) our ability to attract and retain
talented employees; (p) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and
the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply with such
requirements; (q) the ownership limits contained in our certificate of incorporation with respect to our capital stock in order to preserve
our qualification as a REIT, which may delay, defer or prevent a change of control of our company; (r) the risk of changes in healthcare
law or regulation or in tax laws, guidance and interpretations, particularly as applied to REITs, that could adversely affect us or our
tenants, managers or borrowers; (s) increases in our borrowing costs as a result of becoming more leveraged, including in connection with
acquisitions or other investment activity and rising or elevated interest rates; (t) our reliance on third-party managers and tenants
to operate or exert substantial control over properties they manage for or rent from us, which limits our control and influence over such
operations and results; (u) our exposure to various operational risks, liabilities and claims from our operating assets; (v) our dependency
on a limited number of tenants and managers for a significant portion of our revenues and operating income; (w) our exposure to particular
risks due to our specific asset classes and operating markets, such as adverse changes affecting our specific asset classes and the real
estate industry, the competitiveness or financial viability of hospitals on or near the campuses where our outpatient medical buildings
are located, our relationships with universities, the level of expense and uncertainty of our research tenants, and the limitation of
our uses of some properties we own that are subject to ground lease, air rights or other restrictive agreements; (x) the risk of damage
to our reputation; (y) the availability, adequacy and pricing of insurance coverage provided by our policies and policies maintained by
our tenants, managers or other counterparties; (z) the risk of exposure to unknown liabilities from our investments in properties or businesses;
(aa) the occurrence of cybersecurity threats and incidents that could disrupt our or our tenants’, managers’ or borrower’s
operations, result in the loss of confidential or personal information or damage our business relationships and reputation; (bb) the failure
to maintain effective internal controls, which could harm our business, results of operations and financial condition; (cc) the impact
of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, managers or borrowers; (dd)
disruptions to the management and operations of our business and the uncertainties caused by activist investors; (ee) the risk of catastrophic
or extreme weather and other natural events and the physical effects of climate change; (ff) the risk of potential dilution resulting
from future sales or issuances of our equity securities; and (gg) the other factors set forth in our periodic filings with the Securities
and Exchange Commission.
| Item 9.01. | Financial Statements and Exhibits. |
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.
|
VENTAS, INC. |
|
|
|
|
Date: February 29, 2024 |
By: |
/s/ Carey S. Roberts |
|
|
Name: Carey S. Roberts |
|
|
Title: Executive Vice President, General Counsel and Ethics & Compliance Officer |
Exhibit 99.1
Ventas
Prices Cdn$650 Million of 5.10% Senior Notes Due 2029
CHICAGO--(BUSINESS
WIRE)--Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said today that it has priced a private
offering in Canada of Cdn$650 million of 5.10% Senior Notes, Series J due 2029 (the “Notes”). The sale of the Notes is expected
to close on March 5, 2024, subject to satisfaction of customary closing
conditions.
The Notes are being
issued by Ventas’ indirect, wholly-owned subsidiary, Ventas Canada Finance Limited (the “Issuer”), on a prospectus-exempt
basis only to “accredited investors” who are not individuals unless such individuals are also “permitted clients,”
in each case as defined under applicable Canadian securities laws. The Notes will be unconditionally guaranteed by the Company (the “Guarantee”).
The
Notes will mature on March 5, 2029. The Notes will constitute senior unsecured obligations of the Issuer and will rank equally
with all other present and future unsecured and unsubordinated obligations of the Issuer. The Guarantee will constitute a senior unsecured
obligation of the Guarantor and will rank equally with all other present and future unsecured and unsubordinated obligations of the Company.
Interest on the Notes will be payable semi-annually in arrears on March 5
and September 5 of each year, commencing on September 5, 2024. The Notes are expected to be rated BBB+ (Stable) by S&P, Baa1 (Stable) by Moody’s and BBB (Stable) by Fitch.
The Issuer
intends to use the net proceeds from the offering of the Notes to repay amounts outstanding under the Issuer’s existing
indebtedness, including under its Cdn$500 million unsecured term loan facility, and for other general corporate purposes.
The Notes have not
been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities
laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements
of the Securities Act and applicable state laws. The Notes have not been qualified by way of prospectus in any province or territory of
Canada and may not be offered or sold to persons located or resident in Canada except pursuant to an exemption from the prospectus requirements
of applicable Canadian securities laws.
This press release
does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any security and shall not constitute an offer,
solicitation, sale or purchase of any securities in any jurisdiction in which such offering, solicitation, sale or purchase would be unlawful.
Ventas Inc.
(NYSE:VTR) is a leading S&P 500 real estate investment trust focused on delivering strong, sustainable shareholder returns by
enabling exceptional environments that benefit a large and growing aging population. The Company’s growth is fueled by its senior
housing communities, which provide valuable services to residents and enable them to thrive in supported environments. Ventas
leverages its unmatched operational expertise, data-driven insights from its Ventas Operational InsightsTM platform,
extensive relationships and strong financial position to achieve its goal of delivering outsized performance across approximately
1,400 properties. The Ventas portfolio is composed of senior housing communities, outpatient medical buildings, research centers and
healthcare facilities in North America and the United Kingdom. The Company benefits from a seasoned team of talented professionals who
share a commitment to excellence, integrity and a common purpose of helping people live longer, healthier, happier lives.
This
press release includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, as amended and forward-looking information within the meaning of applicable Canadian securities
laws (collectively, “forward-looking statements”). These forward-looking statements include, among others, statements of expectations,
beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts.
Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation
as identified by the use of words such as “assume,” “may,” “will,” “project,” “expect,”
“believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,”
“plan,” “potential,” “opportunity,” “estimate,” “could,” “would,”
“should” and other comparable and derivative terms or the negatives thereof.
Forward-looking
statements are based on management’s beliefs as well as on a number of assumptions concerning future events. You should not put
undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties
and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking
statements. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which
they are made. We urge you to carefully review the disclosures we make concerning risks and uncertainties that may affect our business
and future financial performance, including those made below and in our filings with the Securities and Exchange Commission, such as in
the sections titled “Cautionary Statements — Summary Risk Factors,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended
December 31, 2023.
Certain factors that could affect our future
results and our ability to achieve our stated goals include, but are not limited to: (a) our ability to achieve the anticipated benefits
and synergies from, and effectively integrate, our completed or anticipated acquisitions and investments of properties, including our
ownership of the properties included in our equitized loan portfolio; (b) our exposure and the exposure of our tenants, managers
and borrowers to complex healthcare and other regulation, including evolving laws and regulations regarding data privacy and cybersecurity
and environmental matters, and the challenges and expense associated with complying with such regulation; (c) the potential for significant
general and commercial claims, legal actions, regulatory proceedings or enforcement actions that could subject us or our tenants, managers
or borrowers to increased operating costs, uninsured liabilities, fines or significant operational limitations, including the loss or
suspension of or moratoriums on accreditations, licenses or certificates of need, suspension of or nonpayment for new admissions, denial
of reimbursement, suspension, decertification or exclusion from federal, state or foreign healthcare programs or the closure of facilities
or communities; (d) the impact of market and general economic conditions on us, our tenants, managers and borrowers and in areas
in which our properties are geographically concentrated, including macroeconomic trends and financial market events, such as bank failures
and other events affecting financial institutions, market volatility, increases in inflation, changes in or elevated interest and exchange
rates, tightening of lending standards and reduced availability of credit or capital, geopolitical conditions, supply chain pressures,
rising labor costs and historically low unemployment, events that affect consumer confidence, our occupancy rates and resident fee revenues,
and the actual and perceived state of the real estate markets, labor markets and public and private capital markets; (e) our reliance
and the reliance of our tenants, managers and borrowers on the financial, credit and capital markets and the risk that those markets may
be disrupted or become constrained, including as a result of bank failures or concerns or rumors about such events, tightening of lending
standards and reduced availability of credit or capital; (f) the secondary and tertiary effects of the COVID-19 pandemic on our business,
financial condition and results of operations and the implementation and impact of regulations related to the CARES Act and other stimulus
legislation, including the risk that some or all of the CARES Act or other COVID-19 relief payments we or our tenants, managers or borrowers
received could be recouped; (g) our ability, and the ability of our tenants, managers and borrowers, to navigate the trends impacting
our or their businesses and the industries in which we or they operate, and the financial condition or business prospect of our tenants,
managers and borrowers; (h) the risk of bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial
deterioration of our tenants, managers, borrowers and other obligors which may, among other things, have an adverse impact on the ability
of such parties to make payments or meet their other obligations to us, which could have an adverse impact on our results of operations
and financial condition; (i) the risk that the borrowers under our loans or other investments default or that, to the extent we are
able to foreclose or otherwise acquire the collateral securing our loans or other investments, we will be required to incur additional
expense or indebtedness in connection therewith, that the assets will underperform expectations or that we may not be able to subsequently
dispose of all or part of such assets on favorable terms; (j) our current and future amount of outstanding indebtedness, and our
ability to access capital and to incur additional debt which is subject to our compliance with covenants in instruments governing our
and our subsidiaries’ existing indebtedness; (k) the recognition of reserves, allowances, credit losses or impairment charges
are inherently uncertain, may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that
we ultimately realize with respect to, the relevant assets, which could have an adverse impact on our results of operations and financial
condition; (l) the non-renewal of any leases or management agreement or defaults by tenants or managers thereunder and the risk of
our inability to replace those tenants or managers on a timely basis or on favorable terms, if at all; (m) our ability to identify
and consummate future investments in or dispositions of healthcare assets and effectively manage our portfolio opportunities and our investments
in co-investment vehicles, joint ventures and minority interests, including our ability to dispose of such assets on favorable terms as
a result of rights of first offer or rights of first refusal in favor of third parties; (n) risks related to development, redevelopment
and construction projects, including costs associated with inflation, rising or elevated interest rates, labor conditions and supply chain
pressures, and risks related to increased construction and development in markets in which our properties are located, including adverse
effect on our future occupancy rates; (o) our ability to attract and retain talented employees; (p) the limitations and significant
requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of
our status as a REIT) that would result if we are not able to comply with such requirements; (q) the ownership limits contained in
our certificate of incorporation with respect to our capital stock in order to preserve our qualification as a REIT, which may delay,
defer or prevent a change of control of our company; (r) the risk of changes in healthcare law or regulation or in tax laws, guidance
and interpretations, particularly as applied to REITs, that could adversely affect us or our tenants, managers or borrowers; (s) increases
in our borrowing costs as a result of becoming more leveraged, including in connection with acquisitions or other investment activity
and rising or elevated interest rates; (t) our reliance on third-party managers and tenants to operate or exert substantial control
over properties they manage for or rent from us, which limits our control and influence over such operations and results; (u) our
exposure to various operational risks, liabilities and claims from our operating assets; (v) our dependency on a limited number of
tenants and managers for a significant portion of our revenues and operating income; (w) our exposure to particular risks due to
our specific asset classes and operating markets, such as adverse changes affecting our specific asset classes and the real estate industry,
the competitiveness or financial viability of hospitals on or near the campuses where our outpatient medical buildings are located, our
relationships with universities, the level of expense and uncertainty of our research tenants, and the limitation of our uses of some
properties we own that are subject to ground lease, air rights or other restrictive agreements; (x) the risk of damage to our reputation;
(y) the availability, adequacy and pricing of insurance coverage provided by our policies and policies maintained by our tenants,
managers or other counterparties; (z) the risk of exposure to unknown liabilities from our investments in properties or businesses;
(aa) the occurrence of cybersecurity threats and incidents that could disrupt our or our tenants’, managers’ or borrower’s
operations, result in the loss of confidential or personal information or damage our business relationships and reputation; (bb) the failure
to maintain effective internal controls, which could harm our business, results of operations and financial condition; (cc) the impact
of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, managers or borrowers; (dd)
disruptions to the management and operations of our business and the uncertainties caused by activist investors; (ee) the risk of catastrophic
or extreme weather and other natural events and the physical effects of climate change; (ff) the risk of potential dilution resulting
from future sales or issuances of our equity securities; and (gg) the other factors set forth in our periodic filings with the Securities
and Exchange Commission.
Source: Ventas, Inc.
Ventas, Inc.
BJ Grant
(877) 4-VENTAS
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