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 credit
facility (which provided for a
Aggregate borrowing capacity under the New Credit Agreement may be increased, at
the Borrowers' option, to up to
The Revolving Credit Facility includes sublimits of (i) up to
The Borrowers' 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 Borrowers and the Company.
Borrowings outstanding under the New Credit Agreement bear interest at a
fluctuating rate per annum equal to the applicable LIBOR for Eurocurrency rate
loans and the higher of (i) the federal funds rate plus 0.50%, (ii) the
Administrative Agent's prime rate and (iii) the applicable LIBOR plus 1.0% for
base rate loans, plus, in each case, a spread based on the long-term senior
unsecured, non-credit enhanced debt rating of
The Revolving Credit 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 Borrowers, 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; (viii) agreements limiting certain liens; and (ix) 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 Borrowers 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 Borrowers 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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective
A copy of the press release issued by the Company on
Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 10.1* Third Amended and Restated Credit and Guaranty Agreement, dated as ofJanuary 29, 2021 , amongVentas Realty, Limited Partnership ,Ventas SSL Ontario II, Inc. ,Ventas SSL Ontario III, Inc. ,Ventas Canada Finance Limited ,Ventas UK Finance, Inc. , andVentas Euro Finance, LLC , as Borrowers,Ventas, Inc. , as Guarantor, the Lenders identified therein,Bank of America, N.A ., as Administrative Agent, andBank of America, N.A . andJPMorgan Chase Bank, N.A ., as L/C Issuers. 99.1 Press release issued by the Company onFebruary 2, 2021 , announcing the appointment ofMr. Smith to the Board of Directors. 104 Cover Page Interactive Data File (formatted as inline XBRL).
* In accordance with Item 601(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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