UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 11, 2019
VENTAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | | 1-10989 | | 61-1055020 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
353 N. Clark Street, Suite 3300, Chicago, Illinois | | 60654 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (877) 483-6827
Not applicable
Former Name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which
registered |
Common stock, $0.25 par value | | VTR | | New York Stock Exchange |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Events.
On June 11, 2019, Ventas, Inc. (the “Company”) issued and sold an additional 1,650,000 shares of its common stock, par value $0.25 per share (“Common Stock”), pursuant to the exercise in full of the option to purchase additional shares of Common Stock granted to the underwriters in connection with the Company’s previously announced public offering of 11,000,000 shares of Common Stock, which closed on June 6, 2019. The exercise of the option brings the aggregate number of shares of Common Stock sold by the Company in the public offering to 12,650,000. The Company expects to receive aggregate net proceeds from the offering of approximately $767.5 million after deducting its estimated expenses.
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: June 11, 2019 | By: | /s/ T. Richard Riney |
| | T. Richard Riney |
| | Executive Vice President, Chief Administrative Officer, General Counsel and Ethics and Compliance Officer |
