Item 1.01. - Entry Into a Material Definitive Agreement
As previously reported on a Current Report on Form 8-K filed with the Securities
and Exchange Commission ("SEC") on March 1, 2019, LTC Properties, Inc. (the
"Company") entered into separate equity distribution agreements, dated as of
March 1, 2019 (the "2019 Agreements"), with JMP Securities LLC ("JMP"), Credit
Agricole Securities (USA) Inc. ("Credit Agricole"), KeyBanc Capital Markets Inc.
("KeyBanc") and Mizuho Securities USA Inc. ("Mizuho"), pursuant to which the
Company may offer and sell, from time to time, up to $200,000,000 in aggregate
offering price of shares of the Company's common stock, par value $0.01 per
share, under the Company's at-the-market offering program.
As described in Item 1.02 below, the 2019 Agreements with Credit Agricole and
Mizuho have been terminated.
On November 19, 2021, the Company entered into a new equity distribution
agreement (the "Huntington Agreement") with Huntington Securities, Inc.
("Huntington") on the same terms as the 2019 Agreements. Under the terms of the
Huntington Agreement and the 2019 Agreements, the Company may now offer and
sell, from time to time, up to $200,000,000 in aggregate offering price of
shares of the Company's common stock, par value $0.01 per share, under the
Company's at-the-market offering program, through JMP, KeyBanc and Huntington,
as the sales agents.
Offerings under the Company's at-the-marketing offering program are being made
pursuant to the Company's effective registration statement on Form S-3 and an
accompanying prospectus (Registration Statement No. 333-229966) previously filed
with the SEC, a prospectus supplement dated March 1, 2019 and supplement no. 1
dated November 19, 2021.
The Huntington Agreement is filed as Exhibit 1.1 to this Current Report on
Form 8-K and is incorporated herein by reference; the description of the
material terms of the Huntington Agreement is qualified in its entirety by
reference to the exhibit.
Item 1.02. - Termination of a Material Definitive Agreement
On November 19, 2021, the Company delivered notices to Credit Agricole and
Mizuho terminating the 2019 Agreements with Credit Agricole and Mizuho,
respectively, effective as of November 19, 2021
As a result of the termination of these agreements, no further offers or sales
of the Company's common stock will be made through Credit Agricole or Mizuho
pursuant to the Company's at-the-market offering program. The Company's 2019
Agreements with each of JMP and KeyBanc, and the Huntington Agreement, remain in
full force and effect.
Item 9.01. - Financial Statements and Exhibits
1.1 Equity Distribution Agreement, dated November 19, 2021, by and between
LTC Properties, Inc. and Huntington Securities, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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