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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/20 Ventas, Inc. 8-K:8,9 3/30/20 13:662K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 34K 2: EX-1.1 Underwriting Agreement HTML 138K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 138K 4: EX-5.1 Opinion of Counsel re: Legality HTML 24K 12: R1 Cover HTML 49K 13: XML IDEA XML File -- Filing Summary XML 12K 10: XML XBRL Instance -- tm2013588-5_8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 6: EX-101.LAB XBRL Labels -- vtr-20200330_lab XML 97K 7: EX-101.PRE XBRL Presentations -- vtr-20200330_pre XML 64K 5: EX-101.SCH XBRL Schema -- vtr-20200330 XSD 13K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 9: ZIP XBRL Zipped Folder -- 0001104659-20-041846-xbrl Zip 70K
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): i March 30, 2020
(Exact Name of Registrant as Specified in Its Charter)
| i Delaware | i 001-10989 | i 61-1055020 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| i 353 N. Clark Street, i Suite 3300, i Chicago, i Illinois | i 60654 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: ( i 877) i 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:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ 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 | ||
| i Common stock, $0.25 par value | i VTR | i 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).
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. ☐
C:
| Item 8.01. | Other Events. |
On April 1, 2020, Ventas Realty, Limited Partnership (“Ventas Realty”), a wholly owned subsidiary of Ventas, Inc. (the “Company”), issued and sold $500,000,000 in aggregate principal amount of its 4.750% Senior Notes due 2030 (the “Notes”) in a registered public offering pursuant to the existing registration statement of the Company and Ventas Realty on Form S-3 (File Nos. 333-222998 and 333-222998-01) filed under the Securities Act of 1933, as amended. The Notes are guaranteed by the Company on a senior unsecured basis.
The Notes were sold pursuant to an underwriting agreement, dated March 30, 2020 (the “Underwriting Agreement”), among Ventas Realty, the Company and the underwriters named therein. The Notes were issued under an indenture, dated February 23, 2018 (the “Base Indenture”), as supplemented by a sixth supplemental indenture, dated April 1, 2020 (the “Sixth Supplemental Indenture”), among Ventas Realty, the Company and U.S. Bank National Association, as trustee.
The Underwriting Agreement, the Base Indenture and the Sixth Supplemental Indenture are filed as Exhibits 1.1, 4.1 and 4.2, respectively, and are each incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
C:
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: April 1, 2020 | By: | /s/ Carey S. Roberts |
| Carey S. Roberts | ||
|
Executive Vice President, General Counsel and Ethics & Compliance Officer | ||
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/1/20 | 4 | ||
| For Period end: | 3/30/20 | 424B5, 8-K, FWP | ||
| 2/23/18 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/24 Ventas, Inc. 10-K 12/31/23 131:20M 2/10/23 Ventas, Inc. 10-K 12/31/22 138:40M 2/18/22 Ventas, Inc. 10-K 12/31/21 121:21M 2/23/21 Ventas, Inc. 10-K 12/31/20 125:68M |