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Ventas 8-K Report, Material Agreement (Apr 24, 2024)

Reports
Material Agreements·Financial Events·Exhibits & Filings
Filing Date
Filed April 24, 2024
Period End
April 24, 2024
Security
VTR
In the record · 2016–202610-K1110-Q348-K128

VTR filed 11 annual reports (10-K), 34 quarterly reports (10-Q) and 128 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Jul ’18Jul ’18
  2. Leadership change8-K · Sep ’22Sep ’22
  3. Leadership change8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed April 24, 2024. Cited figures are marked; the original filing is the authoritative source.

On April 24, 2024, Ventas, Inc. (VTR) and its subsidiaries Ventas Realty, Limited Partnership, Ventas SSL Ontario II, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc. and Ventas Euro Finance, LLC entered into a Fourth Amended and Restated Credit and Guaranty Agreement.

The agreement provides for a $2.75 billiona unsecured revolving credit facility, replacing the Company's existing $2.75 billion facility under the Third Amended and Restated Credit and Guaranty Agreement dated January 29, 2021. Bank of America, N.A. serves as Administrative Agent, with Bank of America, JPMorgan Chase Bank and Wells Fargo Bank as Joint Bookrunners. The facility's aggregate borrowing capacity may be increased at the Borrowers' option to up to $3.75 billion, subject to conditions including receipt of additional commitments.

The Revolving Credit Facility matures on April 24, 2028, and may be extended at the Borrowers' option for up to two additional six-month periods. Pricing is based on Ventas Realty's debt ratings; at current ratings the SOFR spread is 0.775%b and the facility fee is 15 basis points. Borrowings may be repaid without premium or penalty, other than customary breakage costs on Term SOFR loans.

The filing states that the other terms are substantially consistent with the Existing Credit Agreement and include customary restrictions on liens, investments, additional indebtedness, mergers, dividends and affiliate transactions, as well as financial covenants on leverage, fixed charge coverage and minimum adjusted net worth. The Company guarantees the obligations, which rank equally with other senior unsecured obligations.

02—Key points

Key Highlights

  1. Ventas and its subsidiaries entered into a Fourth Amended and Restated Credit and Guaranty Agreement dated April 24, 2024, replacing the prior $2.75 billion revolving credit facility.
  2. The unsecured Revolving Credit Facility provides $2.75 billion of commitments, expandable at the Borrowers' option to up to $3.75 billion, subject to conditions.
  3. The facility matures on April 24, 2028, with two optional six-month extensions subject to conditions.
  4. At current Debt Ratings, the SOFR spread is 0.775% for SOFR rate loans and 0.00% for base rate loans, and the facility fee is 15 basis points.
  5. Sublimits include up to $200 million for letters of credit and up to $1.0 billion for certain alternative currency and multicurrency loans; up to 50% of the facility may be used for negotiated rate loans.
  6. The Company guarantees the Borrowers' obligations, which rank equal in right of payment with other senior unsecured obligations.
  7. The agreement contains customary covenants, including maintenance of consolidated total leverage, secured debt leverage, unsecured debt leverage, fixed charge coverage and minimum consolidated adjusted net worth ratios.

03—Questions

Frequently Asked Questions

  1. What did Ventas change in its credit facility?

    The New Credit Agreement replaces the Company's existing $2.75 billion unsecured revolving credit facility under the Third Amended and Restated Credit and Guaranty Agreement dated January 29, 2021. The filing states that the terms are otherwise substantially consistent with the Existing Credit Agreement.

  2. How large can the facility become?

    Aggregate borrowing capacity may be increased at the Borrowers' option to up to $3.75 billion, by increasing the revolving commitments or by incurring additional term loans, subject to conditions in the agreement, including receipt of additional commitments.

  3. When does the revolving credit facility mature?

    The Revolving Credit Facility matures on April 24, 2028, and may be extended at the Borrowers' option for up to two additional periods of six months each, subject to certain conditions.

  4. What does the facility cost to borrow under?

    Borrowings bear interest at SOFR plus a spread based on Ventas Realty's debt ratings, which the filing states is currently 0.775% for SOFR rate loans. The facility fee is 15 basis points, based on current ratings. Base rate loans carry a 0.00% spread at current ratings.

  5. Can borrowings be repaid early?

    Yes. Borrowings may be repaid from time to time without premium or penalty, other than customary breakage costs, if any, on Term SOFR rate loans.

04—Continue

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