Ventas, Inc. Files 8-K Current Report

TL;DR

Ventas filed an 8-K on Nov 13th, check for updates.

AI Summary

Ventas, Inc. filed an 8-K on November 15, 2024, reporting an event on November 13, 2024. The filing is a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934. It includes financial statements and exhibits.

Why It Matters

This filing indicates Ventas, Inc. is providing updated information or reporting a significant event to the SEC, which could impact investor understanding of the company's current status.

Risk Assessment

Risk Level: low — This is a standard SEC filing for reporting events and financial information, not indicating immediate financial distress or significant operational changes.

Key Players & Entities

• Ventas, Inc. (company) — Registrant
• November 13, 2024 (date) — Earliest Event Reported
• November 15, 2024 (date) — Date of Report
• 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
• $63.71 — he forward sale price will initially be $63.71 per share, which is the price at which

Filing Documents

• tm2428157d4_8k.htm (8-K) — 47KB
• tm2428157d4_ex1-1.htm (EX-1.1) — 205KB
• tm2428157d4_ex1-2.htm (EX-1.2) — 180KB
• tm2428157d4_ex5-1.htm (EX-5.1) — 9KB
• tm2428157d4_ex1-2img001.jpg (GRAPHIC) — 5KB
• tm2428157d4_ex5-1img001.jpg (GRAPHIC) — 5KB
• 0001104659-24-119744.txt ( ) — 725KB
• vtr-20241113.xsd (EX-101.SCH) — 3KB
• vtr-20241113_lab.xml (EX-101.LAB) — 33KB
• vtr-20241113_pre.xml (EX-101.PRE) — 22KB
• tm2428157d4_8k_htm.xml (XML) — 4KB

01

Item 8.01. Other Events Underwriting Agreement On November 13, 2024, Ventas, Inc. (the "Company") launched and priced the public offering of shares of the Company's common stock, $0.25 par value per share ("Common Stock") in connection with the Forward Sale Agreement (as defined below) and entered into an underwriting agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC, (the "Underwriter"), the Forward Purchaser (as defined below) and Wells Fargo Securities, LLC, as forward seller (the "Forward Seller"), relating to the registered public offering and sale of 10,600,000 shares of Common Stock. The Underwriter has been granted a 30-day option to purchase up to an additional 1,590,000 shares of Common Stock. If such option is exercised, then the Company plans to enter into an additional forward sale agreement with the Forward Purchaser in respect of the number of shares of Common Stock that is subject to the exercise of such option. Pursuant to the Underwriting Agreement, the Forward Seller sold an aggregate of 10,600,000 shares of Common Stock, subject to the conditions set forth in the Underwriting Agreement, which shares were borrowed by the Forward Purchaser or its affiliate from third parties. The Company did not receive any proceeds from the sale of Common Stock sold by the Forward Seller. The description of the Underwriting Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference. In connection with the offering, Common Stock was registered under the Securities Act of 1933, as amended (the "Securities Act") pursuant to a registration statement on Form S-3 (Registration No. 333-277185) (the "Registration Statement"), and a prospectus supplement, dated November 13, 2024, which will be filed with the SEC pursuant to Rule 424(b) of the Securities Act no later

Forward-Looking Statements

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

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 and our subsequent Quarterly Reports on Form 10-Q. 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; (b) our exposure and the exposure of our tenants, managers and borrowers to complex healthcare and other regulations, including evolving laws and regulations regarding data privacy, 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, investigations, regulatory proceedings and enforcement actions that could subject us or our tenants, managers or borrowers to increased operating costs, uninsured liabilities, including fines and other penalties, reputa

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description of Exhibit 1.1 Underwriting Agreement, dated as of November 13, 2024, among Ventas, Inc., Wells Fargo Securities, LLC, as underwriter, Wells Fargo Bank, National Association, as forward purchaser and Wells Fargo Securities, LLC, as forward seller. 1.2 Forward Sale Agreement, dated as of November 13, 2024, between Ventas, Inc. and Wells Fargo Bank, National Association. 5.1 Opinion of Davis Polk & Wardwell LLP. 23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (formatted as inline XBRL).

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: November 15, 2024 VENTAS, INC. By: /s/ Carey S. Roberts Name: Carey S. Roberts Title: Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR