LTC Properties Inc. Enters and Terminates Agreements

TL;DR

LTC Properties Inc. just signed a new deal and ditched another one. Details TBD.

AI Summary

On November 13, 2024, LTC Properties Inc. (LTC) entered into a material definitive agreement and terminated another. The filing does not provide specific details on the nature of these agreements or any associated dollar amounts. The company is a real estate investment trust incorporated in Maryland.

Why It Matters

This filing indicates significant changes in LTC Properties Inc.'s contractual relationships, which could impact its operational structure and financial commitments.

Risk Assessment

Risk Level: medium — The termination and entry into new material definitive agreements suggest potential shifts in business strategy or financial arrangements that warrant closer examination.

Key Players & Entities

• LTC Properties Inc. (company) — Registrant
• November 13, 2024 (date) — Date of report and earliest event

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value LTC New York Stock Exchange
• $400,000,000 — he Company, from time to time, of up to $400,000,000 in aggregate offering price of shares (
• $200,000,000 — ng an aggregate offering price of up to $200,000,000. At the time of such termination, share
• $1.5 million — gate gross sales price of approximately $1.5 million remained unsold under the Original Agre

Filing Documents

• tm2426442d4_8k.htm (8-K) — 36KB
• tm2426442d4_ex1-1.htm (EX-1.1) — 337KB
• tm2426442d4_ex5-1.htm (EX-5.1) — 26KB
• tm2426442d4_ex8-1.htm (EX-8.1) — 13KB
• tm2426442d4_ex99-1.htm (EX-99.1) — 230KB
• tm2426442d2_ex5-1img001.jpg (GRAPHIC) — 3KB
• tm2426442d4_ex8-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-117816.txt ( ) — 962KB
• ltc-20241113.xsd (EX-101.SCH) — 3KB
• ltc-20241113_lab.xml (EX-101.LAB) — 33KB
• ltc-20241113_pre.xml (EX-101.PRE) — 22KB
• tm2426442d4_8k_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement On November 13, 2024, LTC Properties, Inc. (the "Company") entered into an equity distribution agreement (the "Agreement") with Citizens JMP Securities, LLC, BMO Capital Markets Corp., KeyBanc Capital Markets Inc., Wells Fargo Securities, LLC, Huntington Securities, Inc., and Wedbush Securities Inc., acting in their capacity as principal, sales agent and/or (except in the case of Wedbush Securities, Inc.) forward seller, and each of the Forward Purchasers (as defined below), relating to the offer and sale by the Company, from time to time, of up to $400,000,000 in aggregate offering price of shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"). The Company refers to these entities, when acting in their capacity as sales agents, individually as a "Sales Agent" and collectively as "Sales Agents." The Company refers to these entities, when acting as agents for the Forward Purchasers, individually as a "Forward Seller" and collectively as "Forward Sellers." The Company also entered into separate Master Forward Confirmations on November 13, 2024 (each, a "Master Forward Confirmation") between the Company and each of Citizens JMP Securities, LLC, Bank of Montreal, KeyBanc Capital Markets Inc., Wells Fargo Bank, National Association, and Huntington Securities, Inc. (the "Forward Purchasers"), the form of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Sales of the Shares, if any, may be made in negotiated transactions, which may include block trades, or transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended ("Securities Act"), including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. The Agreement provides that, in addition to the issuance and sale of the Shares through the Sales Agents, the

02. Termination of a Material Definitive

Item 1.02. Termination of a Material Definitive Agreement On November 13, 2024, upon entering into the Agreement, the Company terminated its equity distribution agreements with each of KeyBanc Capital Markets Inc. and JMP Securities LLC n/k/a Citizens JMP Securities, LLC, each dated March 1, 2019, and its equity distribution agreement with Huntington Securities, Inc., dated November 19, 2021 (collectively, the "Original Agreements") in order to enter into the Agreement described in Item 1.01 of this Current Report. The Original Agreements were terminable at will by the parties thereto with no penalty. The Original Agreements established an at-the-market program through which the Company had the right to sell, from time to time and at its sole discretion, shares of Common Stock having an aggregate offering price of up to $200,000,000. At the time of such termination, shares of Common Stock having an aggregate gross sales price of approximately $1.5 million remained unsold under the Original Agreements.

01. - Financial Statements and Exhibits

Item 9.01. - Financial Statements and Exhibits 1.1 Equity Distribution Agreement, dated November 13, 2024, by and among LTC Properties, Inc. and Citizens JMP Securities, LLC, BMO Capital Markets Corp., KeyBanc Capital Markets Inc., Wells Fargo Securities, LLC, Huntington Securities, Inc., and Wedbush Securities Inc., as principals, sales agents and/or (except in the case of Wedbush Securities, Inc.) forward sellers, as applicable, and Citizens JMP Securities, LLC, Bank of Montreal, KeyBanc Capital Markets Inc., Wells Fargo Bank, National Association, and Huntington Securities, Inc., as forward purchasers 5.1 Opinion of Ballard Spahr LLP regarding the legality of the Shares 8.1 Opinion of Reed Smith LLP regarding certain tax matters 23.1 Consent of Ballard Spahr LLP (included in Exhibit 5.1) 23.1 Consent of Reed Smith LLP (included in Exhibit 8.1) 99.1 Form of Master Forward Confirmation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. LTC PROPERTIES, INC. Dated: November 13, 2024 By: /s/ Wendy L. Simpson Wendy L. Simpson Chairman & Chief Executive Officer

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View this 8-K filing on SEC EDGAR