Ventas, Inc. Enters Material Definitive Agreement

TL;DR

**Ventas, Inc. just inked a major deal, signaling a potential shift in their business strategy.**

AI Summary

Ventas, Inc. filed an 8-K on February 21, 2024, reporting an event that occurred on February 20, 2024. The filing indicates the entry into a material definitive agreement and other events, as well as the inclusion of financial statements and exhibits. This suggests a significant corporate action or transaction by Ventas, Inc., a real estate investment trust.

Why It Matters

This filing signals a potentially significant strategic move or transaction by Ventas, Inc., which could impact its financial performance and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could introduce new opportunities or risks depending on its nature, but specific details are not provided.

Key Players & Entities

• Ventas, Inc. (company) — Registrant and filer of the 8-K
• February 20, 2024 (date) — Date of earliest event reported
• February 21, 2024 (date) — Filed as of date
• 001-10989 (other) — Commission File Number
• 61-1055020 (other) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $0.25 — ge on which registered Common stock, $0.25 par value VTR New York Stock Exchan
• $1,000,000,000 — r issuance under the Sales Agreement to $1,000,000,000. Under the Sales Agreement, an aggregat
• $110,400,000 — Agreement, an aggregate gross price of $110,400,000 of the Company's common stock has been

Filing Documents

• tm246101d5_8k.htm (8-K) — 42KB
• tm246101d5_ex1-1.htm (EX-1.1) — 66KB
• tm246101d5_ex5-1.htm (EX-5.1) — 8KB
• tm246101d5_ex5-1img01.jpg (GRAPHIC) — 2KB
• 0001104659-24-025713.txt ( ) — 306KB
• vtr-20240220.xsd (EX-101.SCH) — 3KB
• vtr-20240220_lab.xml (EX-101.LAB) — 33KB
• vtr-20240220_pre.xml (EX-101.PRE) — 22KB
• tm246101d5_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry Into a Material Definitive Agreement. The discussion below in Item 8.01 with respect to Amendment No. 1 (as defined below) of the Sales Agreement (as defined below) is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On February 20, 2024, Ventas, Inc. (the "Company") filed with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-3 (File No. 333-277185) (the "Replacement Registration Statement"), which became effective automatically upon filing. The Replacement Registration connection with the filing of the Replacement Registration Statement, the Company was required to file a new prospectus supplement for its existing "at the market" equity offering program. This prospectus supplement, which reflects the amendment of the Sales Agreement described below, was filed on February 20, 2024. Also on February 20, 2024, the Company entered into Amendment No. 1 ("Amendment No. 1") to the ATM Sales Agreement, dated November 8, 2021 (as may be amended from time to time, the "Sales Agreement"), with BofA Securities, Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, UBS Securities LLC and Wells Fargo Securities, LLC, each as sales agent and/or principal and/or forward seller (in any such capacity, each an "Agent" and collectively, the "Agents"), and Bank of America, N.A., BNP Paribas, Citibank, N.A., Crdit Agricole Corporate and Investment Bank, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, UBS AG London Branch and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, each a "Forward Purchaser" and collectively, the "Forward Purchasers"). The purpose of

Forward-Looking Statements

Forward-Looking Statements This 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

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. 2 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

SIGNATURES

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. Date: February 20, 2024 VENTAS, INC. By: /s/ Carey S. Roberts Name: Carey S. Roberts Title: Executive Vice President, General Counsel and Ethics & Compliance Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR