Ventas, Inc. Files 8-K for Material Definitive Agreement

TL;DR

Ventas just signed a big deal, check the 8-K for financial details.

AI Summary

On April 24, 2024, Ventas, Inc. entered into a material definitive agreement related to a direct financial obligation. The company, headquartered in Chicago, Illinois, filed an 8-K report detailing this event. Specific financial terms and obligations were not disclosed in the provided text but are central to this filing.

Why It Matters

This filing indicates Ventas, Inc. has entered into a significant financial agreement, which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or risks that may affect the company's financial health.

Key Players & Entities

• Ventas, Inc. (company) — Registrant
• April 24, 2024 (date) — Date of Earliest Event Reported
• 353 N. Clark Street, Suite 3300, Chicago, Illinois 60654 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.25 — ge on which registered Common stock, $0.25 par value VTR New York Stock Exchan
• $2.75 billion — The New Credit Agreement provides for a $2.75 billion unsecured revolving credit facility (th
• $3.75 billion — sed, at the Borrowers' option, to up to $3.75 billion by increasing the amount of the Revolvi
• $200 million — acility includes sublimits of (i) up to $200 million for letters of credit, (ii) up to $1.0
• $1.0 billion — llion for letters of credit, (ii) up to $1.0 billion for loans in certain alternative curren

Filing Documents

• tm2412555d1_8k.htm (8-K) — 33KB
• tm2412555d1_ex10-1.htm (EX-10.1) — 1077KB
• 0001104659-24-051263.txt ( ) — 1509KB
• vtr-20240424.xsd (EX-101.SCH) — 3KB
• vtr-20240424_lab.xml (EX-101.LAB) — 33KB
• vtr-20240424_pre.xml (EX-101.PRE) — 22KB
• tm2412555d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The disclosures contained in "Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant" of this Current Report on Form 8-K are incorporated into this Item 1.01 by reference.

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On April 24, 2024, Ventas Realty, Limited Partnership ("Ventas Realty"), Ventas SSL Ontario II, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc. and Ventas Euro Finance, LLC, as borrowers (collectively, the "Borrowers"), each of which is a direct or indirect wholly owned subsidiary of Ventas, Inc. (the "Company"), and the Company, as guarantor, entered into a Fourth Amended and Restated Credit and Guaranty Agreement (the "New Credit Agreement"), with the lenders identified therein, Bank of America, N.A., as Administrative Agent, and Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Joint Bookrunners. The New Credit Agreement provides for a $2.75 billion unsecured revolving credit facility (the "Revolving Credit Facility"). The New Credit Agreement replaces the Company's existing $2.75 billion unsecured revolving credit facility evidenced by that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of January 29, 2021 (as amended restated, supplemented or otherwise modified from time to time), by and among the Borrowers, the Company, as guarantor, the lenders identified therein, Bank of America, N.A., as Administrative Agent and Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Joint Bookrunners (the "Existing Credit Agreement"). Aggregate borrowing capacity under the New Credit Agreement may be increased, at the Borrowers' option, to up to $3.75 billion by increasing the amount of the Revolving Credit Facility or by incurring additional term loans, in each case subject to the satisfaction of certain conditions set forth in the New Credit Agreement, including the receipt of additional commitments for such increase. The Revolving Credit Facility includes sublimits of (i) up to $200 million for letters of credit, (ii) up to $1.0 billion for loans in certai

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 10.1* Fourth Amended and Restated Credit and Guaranty Agreement, dated as of April 24, 2024, among Ventas Realty, Limited Partnership, Ventas SSL Ontario II, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc., and Ventas Euro Finance, LLC, as Borrowers, Ventas, Inc., as Guarantor, the Lenders identified therein, Bank of America, N.A., as Administrative Agent, and Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as L/C Issuers. 104 Cover Page Interactive Data File (formatted as inline XBRL). * In accordance with Item 601(a)(5) of Regulation S-K certain schedules and exhibits have not been filed. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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 hereunto duly authorized. VENTAS, INC. Date: April 24, 2024 By: /s/ Carey S. Roberts Carey S. Roberts Executive Vice President, General Counsel and Ethics and Compliance Officer

View Full Filing

View this 8-K filing on SEC EDGAR