Ventas Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On January 7, 2026, Ventas Realty, Limited Partnership (the “Borrower”), a wholly owned subsidiary of Ventas, Inc. (the “Company”), and the Company, as guarantor, entered into an amendment to the Credit Agreement (as defined below) (the “Amendment”) with the lenders identified therein and Bank of America, N.A., as administrative agent, pursuant to which that certain Credit and Guaranty Agreement (the “Credit Agreement”), dated as of June 27, 2022, among the Borrower, the Company, the lenders identified therein and Bank of America, N.A., as administrative agent, was amended to, in addition to certain technical amendments, (i) increase the term loans under the Company’s existing unsecured term loan facility (the “Term Loan Facility”) from $500 million to $700 million and (ii) establish a new unsecured delayed draw term loan facility in a principal amount of $550 million (the “Delayed Draw Term Loan Facility”, and together with the Term Loan Facility, the “Facilities”). After giving effect to the Amendment, the aggregate borrowing capacity under the Credit Agreement may be increased, at the Borrower’s option, to up to $1.75 billion by increasing the amount of the Facilities or by incurring additional term loans and delayed draw term loans, in each case subject to the satisfaction of certain conditions set forth in the Credit Agreement, including the receipt of additional commitments for such increase. The proceeds from the increase to the Term Loan Facility will be applied to repay in full all outstanding indebtedness under that certain Credit and Guaranty Agreement, dated as of September 6, 2023 (the “2023 Credit Agreement”), among the Borrower, the Company, the lenders identified therein and Bank of America, N.A., as administrative agent. After giving effect to such repayment, the 2023 Credit Agreement and the guarantee provided by the Company thereunder shall be terminated.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosures contained in “Item 1.01. Entry into a Material Definitive Agreement” of this Current Report on Form 8-K are incorporated into this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
|
Exhibit |
Description | |
| 10.1* | Second Amendment to Credit and Guaranty Agreement, dated as of January 7, 2026, among Ventas, Inc., as Guarantor, Ventas Realty, Limited Partnership, as Borrower, the lenders identified therein and Bank of America, N.A., as Administrative Agent. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
| * | In accordance with Item 601(a)(5) of Regulation S-K certain schedules and exhibits have not been filed. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. |
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.
| VENTAS, INC. | ||
| Date: January 7, 2026 | By: | /s/ Carey S. Robert |
| Carey S. Robert | ||
| Executive Vice President, General Counsel, Ethics and Compliance Officer and Corporate Secretary of Ventas, Inc. | ||