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): October 2, 2020
Ventas, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | | 001-10989 | | 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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 ¨
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. ¨
On September 30, 2020, Ventas, Inc., a Delaware corporation (the “Company”), announced the results of the previously announced cash tender offer (the “Tender Offer”) by Ventas Realty, Limited Partnership, a Delaware limited partnership (“Ventas Realty”), and Ventas Capital Corporation, a Delaware corporation (“Ventas Capital” and, together with Ventas Realty, the “Issuers”). Each of the Issuers is a wholly owned subsidiary of the Company. The Issuers offered to purchase any and all of their outstanding $500 million aggregate principal amount of 3.25% Senior Notes due 2022 (the “Notes”), which are fully and unconditionally guaranteed by the Company, in the Tender Offer. The Tender Offer expired at 5:00 p.m., New York City time, on September 29, 2020. A copy of the press release, dated September 30, 2020, announcing the results of the Tender Offer is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Following the conclusion of the guaranteed delivery procedures described in the offer to purchase relating to the Tender Offer, on October 2, 2020, the Issuers accepted for payment a total of $236,313,000 aggregate principal amount of Notes, or 47.26% of the aggregate principal amount of Notes outstanding.
| Item 9.01. | Financial Statements and Exhibits. |
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: October 2, 2020 | By: | /s/ Carey S. Roberts |
| | | Carey S. Roberts |
| | | Executive Vice President, General Counsel and Corporate Secretary |
