01—Abstract
Summary
Summary of the 8-K filed February 29, 2024. Cited figures are marked; the original filing is the authoritative source.
Ventas, Inc. (VTR) reported on Form 8-K dated February 29, 2024 that its indirect, wholly-owned subsidiary Ventas Canada Finance Limited launched and priced a private offering in Canada of Cdn$650 milliona of 5.10% Senior Notes, Series J due 2029.
The sale is expected to close on March 5, 2024, subject to customary closing conditions, and the notes will be guaranteed on a senior unsecured basis by Ventas. The notes are expected to be rated BBB+ (Stable) by S&P, Baa1 (Stable) by Moody's and BBB (Stable) by Fitch. Ventas Canada expects to use the net proceeds to repay existing indebtedness, including under its Cdn$500 millionb unsecured term loan facility, and for general corporate purposes, which may include acquisitions of, or investments in, additional properties and business.
Interest is payable semi-annually on March 5 and September 5, commencing September 5, 2024, and the notes mature on March 5, 2029. The offering is a prospectus-exempt private placement limited to accredited investors in Canada and is not registered under the Securities Act of 1933. The filing contains no earnings or operating results; its investor relevance lies in the debt financing terms, the refinancing of Canadian term loan borrowings, and the expected ratings.
02—Key points
Key Highlights
- Ventas Canada Finance Limited, an indirect wholly-owned subsidiary, priced a Cdn$650 million private offering of 5.10% Senior Notes, Series J due 2029.
- Ventas, Inc. fully and unconditionally guarantees the notes on a senior unsecured basis, ranking equally with its other unsecured obligations.
- Expected closing date is March 5, 2024, subject to customary closing conditions.
- Net proceeds are expected to repay existing Ventas Canada indebtedness, including its Cdn$500 million unsecured term loan facility, and for general corporate purposes.
- Expected credit ratings are BBB+ (Stable) from S&P, Baa1 (Stable) from Moody's and BBB (Stable) from Fitch.
- Interest is payable semi-annually on March 5 and September 5, beginning September 5, 2024, with maturity on March 5, 2029.
- The notes are not registered under the Securities Act and are offered only to accredited investors in Canada under a prospectus exemption.
03—Questions
Frequently Asked Questions
What securities were offered and by whom?
Ventas Canada Finance Limited, an indirect wholly-owned subsidiary of Ventas, Inc., launched and priced a private offering in Canada of Cdn$650 million of 5.10% Senior Notes, Series J due 2029. Ventas, Inc. guarantees the notes.
How will the proceeds be used?
Ventas Canada expects to use the net proceeds to repay existing indebtedness, including under its Cdn$500 million unsecured term loan facility, and for general corporate purposes, which may include acquisitions of, or investments in, additional properties and businesses.
When is the offering expected to close and when do the notes mature?
The sale is expected to close on March 5, 2024, subject to customary closing conditions. The notes will mature on March 5, 2029.
What credit ratings are expected for the notes?
The notes are expected to be rated BBB+ (Stable) by S&P, Baa1 (Stable) by Moody's and BBB (Stable) by Fitch.
Can U.S. investors buy these notes?
Not in the United States absent registration or an applicable exemption under the Securities Act. The notes are offered in Canada on a prospectus-exempt basis only to accredited investors that are not individuals, unless such individuals are permitted clients, and they have not been qualified by prospectus in any Canadian province or territory.
04—Continue