UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On September 18, 2024, Ventas, Inc. (the “Company”) entered into an ATM Sales Agreement (the “Sales Agreement”), with BofA Securities, Inc., BBVA Securities Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities Inc., UBS Securities LLC and Wells Fargo Securities, LLC, each as sales agent and/or principal and/or forward seller (in any such capacity, each an “Agent” and collectively, the “Agents”), and Bank of America, N.A., Banco Bilbao Vizcaya Argentaria, S.A., BNP Paribas, Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of New York Mellon, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank, UBS AG London Branch and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, each a “Forward Purchaser” and collectively, the “Forward Purchasers”).
Under the terms of the Sales Agreement, the Company may issue and sell, from time to time to or through the Agents, shares of the Company’s common stock, par value $0.25 per share (“Common Stock”), having an aggregate gross sales price of up to $2,000,000,000 (the “Shares”). The sales, if any, of the Shares under the Agreement may be made in sales deemed to be “at-the-market offerings,” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the New York Stock Exchange, the existing trading market for the Common Stock, or sales made to or through a market maker or through an electronic communications network. Sales may also be made in privately negotiated transactions (including block sales) or by any other methods permitted by applicable law.
The Sales Agreement contemplates that, in addition to the Company’s issuance and sale of Shares to or through the Agents, the Company may enter into separate forward sale agreements pursuant to forward confirmations to be entered into between the Company and the relevant Forward Purchaser, a form of which is attached to the Sales Agreement as Annex II thereto (each, a “Forward Sale Agreement”). In connection with any Forward Sale Agreement, the relevant Forward Purchaser will borrow shares from third parties and, through its affiliated Forward Seller, offer a number of shares of Common Stock equal to the number of shares of Common Stock underlying the particular Forward Sale Agreement. The Company will not initially receive any proceeds from any sale of borrowed shares of Common Stock through a Forward Seller. The Company currently expects to settle any Forward Sale Agreement with a full physical settlement, in which case the Company would expect to receive per share cash proceeds at settlement equal to the forward sale price under the relevant Forward Sale Agreement. However, except in limited circumstances, the Company may elect a cash or net share settlement for all or a portion of its obligations under such Forward Sale Agreement. If the Company elects to cash settle or net share settle a Forward Sale Agreement, the Company may not (in the case of cash settlement) or will not (in the case of net share settlement) receive any proceeds, and the Company may owe cash (in the case of cash settlement) or shares of Common Stock (in the case of net share settlement) to the relevant Forward Purchaser.
The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes, which may include funding future acquisitions and investments or repayment of existing indebtedness.
Any shares of Common Stock the Company may offer, issue and sell, and any shares of borrowed Common Stock that the Forward Purchasers may offer and sell, pursuant to the Sales Agreement will be offered and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-277185) (the “Registration Statement”) and a prospectus supplement of the Company, filed with the Securities and Exchange Commission on February 20, 2024 and September 18, 2024, respectively.
A copy of the Sales Agreement is filed herewith as Exhibit 1.1 and is incorporated by reference herein and in the Registration Statement. The foregoing description of the material terms of the Sales Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to such exhibit. In addition, Davis Polk & Wardwell LLP, acting as counsel to the Company, is filing a legal opinion regarding the validity of the Common Stock to be sold pursuant to the Sales Agreement, attached as Exhibit 5.1 to this Form 8-K and incorporated by reference herein and into the Registration Statement.
On September 18, 2024, the Company provided notice of its termination, effective upon entrance into the Sales Agreement, of the ATM Sales Agreement, dated as of November 8, 2021 and as amended on February 20, 2024 (as amended, the “Prior Sales Agreement”), by and between the Company and the sales agents and forward purchasers party thereto. As previously reported, pursuant to the terms of the Prior Sales Agreement, the Company could offer and sell, through the sales agents party thereto, from time to time, shares of the Company’s Common Stock, having an aggregate gross sales price of up to $1,000,000,000. As of September 18, 2024, there was $20.4 million remaining for sale under the Prior Sales Agreement. The Company is not subject to any termination penalties related to the termination of the Prior Sales Agreement.
| Item. 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
|
Exhibit Number |
Description | |
| 1.1* | ATM Sales Agreement, dated September 18, 2024, among Ventas, Inc. and the Agents and Forward Purchasers named therein. | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP. | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). | |
| 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.
Date: September 18, 2024
| VENTAS, INC. | |||
| By: | /s/ Carey S. Roberts | ||
| Name: | Carey S. Roberts | ||
| Title: | Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary | ||