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Ventas 8-K Report, Corporate Update (May 13, 2024)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed May 13, 2024
Period End
May 13, 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 May 13, 2024. Cited figures are marked; the original filing is the authoritative source.

On May 13, 2024, Ventas Realty, Limited Partnership, a wholly owned subsidiary of Ventas, Inc., issued and sold $500,000,000a in aggregate principal amount of its 5.625% Senior Notes due 2034 in a registered public offering under an existing Form S-3 registration statement.

The Notes are guaranteed by Ventas, Inc. on a senior unsecured basis. The sale was made under an underwriting agreement dated May 8, 2024 among Ventas Realty, Ventas, Inc. and the named underwriters. The notes were issued under a base indenture dated February 23, 2018, as supplemented by an eighth supplemental indenture dated May 13, 2024, with U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association) as trustee.

The filing incorporates the underwriting agreement, base indenture and eighth supplemental indenture by reference as Exhibits 1.1, 4.1 and 4.2, and lists a legal opinion from Davis Polk & Wardwell LLP as Exhibit 5.1. For investors, the filing is a debt-financing disclosure: it establishes a new $500 millionb senior unsecured tranche maturing in 2034 at a 5.625% coupon, issued at the operating partnership level with parent guarantee. The filing does not state the use of proceeds or any other financial results.

02—Key points

Key Highlights

  1. Ventas Realty, Limited Partnership, a wholly owned subsidiary, issued $500,000,000 of 5.625% Senior Notes due 2034 on May 13, 2024.
  2. The offering was a registered public offering under an existing Form S-3 (File Nos. 333-277185 and 333-277185-01).
  3. The notes are guaranteed by Ventas, Inc. on a senior unsecured basis.
  4. The underwriting agreement is dated May 8, 2024, among Ventas Realty, Ventas, Inc. and the underwriters named therein.
  5. The notes were issued under a base indenture dated February 23, 2018, supplemented by an eighth supplemental indenture dated May 13, 2024.
  6. U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association) serves as trustee.
  7. Davis Polk & Wardwell LLP provided a legal opinion (Exhibit 5.1).

03—Questions

Frequently Asked Questions

  1. How much debt was issued and what are its key terms?

    $500,000,000 in aggregate principal amount of 5.625% Senior Notes due 2034, issued by Ventas Realty, Limited Partnership and guaranteed by Ventas, Inc. on a senior unsecured basis.

  2. Who issued the notes and who guarantees them?

    Ventas Realty, Limited Partnership, a wholly owned subsidiary of Ventas, Inc., is the issuer. Ventas, Inc. guarantees the notes on a senior unsecured basis.

  3. How was the offering structured?

    The notes were sold in a registered public offering under an existing Form S-3 registration statement, pursuant to an underwriting agreement dated May 8, 2024.

  4. What governing documents apply to the notes?

    The notes were issued under a base indenture dated February 23, 2018, as supplemented by an eighth supplemental indenture dated May 13, 2024, with U.S. Bank Trust Company, National Association as trustee.

  5. Does this filing disclose the use of proceeds or financial results?

    The filing does not state the use of proceeds or report any financial results. It is limited to the note issuance and related agreements and exhibits.

04—Continue

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