01—Abstract
Summary
Summary of the 8-K filed September 19, 2024. Cited figures are marked; the original filing is the authoritative source.
On September 18, 2024, Ventas, Inc. entered into a new ATM Sales Agreement with a broad group of sales agents and forward purchasers under which the company may issue and sell shares of its common stock, par value $0.25a per share, having an aggregate gross sales price of up to $2,000,000,000.
Sales may be made as at-the-market offerings on the New York Stock Exchange or through market makers and electronic communications networks, and may also occur in privately negotiated transactions, including block sales. The company may also enter into separate forward sale agreements, in which case it would not initially receive proceeds from borrowed shares sold through a forward seller, and it currently expects to settle those agreements with full physical settlement. The company states that it intends to use the net proceeds for working capital and other general corporate purposes, which may include funding future acquisitions and investments or repaying existing indebtedness.
The offering will be made under an automatic shelf registration statement on Form S-3 (File No. 333-277185) and a prospectus supplement filed on September 18, 2024. The new agreement replaces the prior ATM Sales Agreement dated November 8, 2021, as amended February 20, 2024, which allowed sales of up to $1,000,000,000b. As of September 18, 2024, $20.4 million remained available under the prior agreement, which the company terminated effective upon entry into the new agreement, and the company states it is not subject to any termination penalties.
02—Key points
Key Highlights
- Ventas entered into a new ATM Sales Agreement on September 18, 2024, authorizing issuance and sale of common stock with aggregate gross sales price of up to $2.0 billion.
- The new program is roughly double the $1.0 billion capacity of the prior ATM agreement dated November 8, 2021, as amended February 20, 2024.
- Only $20.4 million remained available under the prior agreement as of September 18, 2024; that agreement was terminated effective upon entry into the new one, with no termination penalties.
- Shares may be sold on the New York Stock Exchange, to or through market makers or electronic communications networks, in privately negotiated transactions including block sales, or by other methods permitted by law.
- The company may enter into forward sale agreements; it currently expects full physical settlement, but may elect cash or net share settlement in limited circumstances, which could mean receiving no proceeds or owing cash or shares.
- Net proceeds are intended for working capital and general corporate purposes, which may include future acquisitions and investments or repayment of existing indebtedness.
- The offering is made under automatic shelf registration statement Form S-3 (File No. 333-277185) and a prospectus supplement filed September 18, 2024; Davis Polk & Wardwell LLP provided a legal opinion on the common stock (Exhibit 5.1).
03—Questions
Frequently Asked Questions
How large is the new at-the-market equity program?
Ventas may issue and sell shares of its common stock, par value $0.25 per share, having an aggregate gross sales price of up to $2,000,000,000 under the new ATM Sales Agreement dated September 18, 2024.
What happened to the company's prior at-the-market program?
The company gave notice terminating its prior ATM Sales Agreement dated November 8, 2021, as amended February 20, 2024, effective upon entry into the new agreement. That program allowed sales of up to $1,000,000,000, and $20.4 million remained available as of September 18, 2024. The company states it is not subject to any termination penalties.
How will Ventas use the proceeds from share sales?
The company intends to use the net proceeds for working capital and other general corporate purposes, which may include funding future acquisitions and investments or repaying existing indebtedness.
Could Ventas receive proceeds directly from forward sale agreements?
Not initially. Under forward sale agreements, the forward purchaser borrows shares and sells them through an affiliated forward seller, so the company does not initially receive proceeds. The company currently expects full physical settlement, which would provide cash proceeds equal to the forward sale price at settlement, but it may elect cash or net share settlement in limited circumstances, in which case it may receive no proceeds or may owe cash or shares.
How will the shares be registered and sold?
The shares will be offered and sold under the company's automatic shelf registration statement on Form S-3 (File No. 333-277185) and a prospectus supplement filed September 18, 2024. The sales may be made as at-the-market offerings, including on the New York Stock Exchange, or through other permitted methods.
04—Continue