Item 1.01. Entry into a Material Definitive Agreement.
The disclosures contained in "Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant" of this Current Report on Form 8-K are incorporated in this Item 1.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
The New Credit Agreement replaces the Company's existing unsecured term loan
facility (which provided for a
The aggregate borrowing capacity under the New Credit Agreement may be
increased, at the Borrower's option, to up to
The Borrower's obligations under the New Credit Agreement are guaranteed by the Company and rank equal in right of payment with all other senior unsecured obligations of the Borrower and the Company.
Borrowings outstanding under the New Credit Agreement bear interest at a fluctuating rate per annum equal to (x) the applicable Term SOFR for Term SOFR rate loans and (y) the highest of (i) the federal funds rate plus 0.50%, (ii) the Administrative Agent's prime rate, (iii) one-month Term SOFR plus 1% and (iv) 1% for base rate loans, plus, in each case, a spread based on the long-term senior unsecured, non-credit enhanced ratings of the Borrower.
The Term Loan Facility matures on
Except as set forth above, the terms of the New Credit Agreement are substantially consistent with the terms of the Existing Credit Agreement. In particular, the New Credit Agreement imposes certain customary restrictions on the Borrower, the Company and their subsidiaries, including restrictions pertaining to: (i) liens; (ii) investments; (iii) the incurrence of additional indebtedness; (iv) mergers and dissolutions; (v) certain dividend, distribution and other payments; (vi) permitted businesses; (vii) transactions with affiliates; and (viii) the maintenance of certain consolidated total leverage, secured debt leverage, unsecured debt leverage and fixed charge coverage ratios and minimum consolidated adjusted net worth. The New Credit Agreement also contains customary events of default. If a default occurs and is continuing, the Borrower may be required to repay all amounts outstanding under the New Credit Agreement.
The foregoing description of the New Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
The representations, warranties and covenants contained in the New Credit
Agreement were made as of a specified date, may be subject to a contractual
standard of materiality different from what might be viewed as material to
investors, or may have been used for the purpose of allocating risk between the
parties. Accordingly, the representations and warranties in the New Credit
Agreement are not necessarily characterizations of the actual state of facts
about the Company, the Borrower and their subsidiaries at the time they were
made or otherwise and should be read only in conjunction with the other
information that the Company makes publicly available in reports, statements and
other documents filed with the
Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 10.1* Credit and Guaranty Agreement, dated as ofJune 27, 2022 , amongVentas Realty, Limited Partnership , aDelaware limited partnership, as borrower,Ventas, Inc. , aDelaware corporation, as guarantor, the lending institutions party thereto from time to time, andBank of America, N.A ., as Administrative Agent. 104 Cover Page Interactive Data File (formatted as inline XBRL).
* In accordance with Item 60l(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
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