Item 8.01. Other Events.
On February 23, 2021, Ventas, Inc. (the "Company") filed with the Securities and
Exchange Commission (the "SEC") a Registration Statement on Form S-3 (File No.
333-253415) (the "Replacement Registration Statement"), which became effective
automatically upon filing. The Replacement Registration Statement replaces the
Company's Registration Statement on Form S-3 (File No. 333-222998), which
expired on February 13, 2021. In connection with the filing of the Replacement
Registration Statement, the Company was required to file a new prospectus
supplement for its existing "at the market" equity offering program. This
prospectus supplement, which reflects the amendment of the Sales Agreement
described below, was filed on February 23, 2021.
Also on February 23, 2021, the Company entered into Amendment No. 1 (the
"Amendment No. 1") to the ATM Equity OfferingSM Sales Agreement, dated July 31,
2018 (as may be amended from time to time, the "Sales Agreement"), with BofA
Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities
(USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA
LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital
Markets, LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD
Securities (USA) LLC, UBS Securities LLC and Wells Fargo Securities, LLC
(collectively, the "Sales Agents"). The purpose of Amendment No. 1 was to add
additional Sales Agents as parties to the Sales Agreement. Under the Sales
Agreement, an aggregate gross price of $244,540,822 of the Company's common
stock has been offered and sold through February 23, 2021. As a result of such
prior sales, as of February 23, 2021, shares of the Company's common stock
having an aggregate gross sales price of up to $755,459,178 remain available for
future issuance under the Sales Agreement.
A copy of Amendment No. 1 is filed herewith as Exhibit 1.1 and is incorporated
by reference herein. An opinion of Latham & Watkins LLP with respect to the
validity of shares of the Company's common stock that may be offered and sold
pursuant to this prospectus supplement and the accompanying prospectus is filed
herewith as Exhibit 5.1. This Current Report on Form 8-K shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any sale
of these securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such state.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Number Description
1.1 Amendment No. 1 to ATM Equity OfferingSM Sales Agreement, dated
February 23, 2021, among the Company, BofA Securities, Inc., Citigroup
Global Markets Inc., Credit Agricole Securities (USA) Inc., Jefferies
LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan
Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets,
LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD
Securities (USA) LLC, UBS Securities LLC and Wells Fargo Securities,
LLC.
5.1 Opinion of Latham & Watkins LLP.
23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (formatted as inline XBRL).
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