UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 30, 2025 (
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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. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On April 29, 2025, Ventas Realty, Limited Partnership (“Ventas Realty”), Ventas SSL Ontario II, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc. and Ventas Euro Finance, LLC, as borrowers (collectively, the “Borrowers”), each of which is a direct or indirect wholly owned subsidiary of Ventas, Inc. (the “Company”), and the Company, as guarantor, entered into an amendment to the Revolving Credit Agreement (as defined below) (the “Revolver Amendment”) with the lenders identified therein and Bank of America, N.A., as administrative agent, pursuant to which that certain Fourth Amended and Restated Credit and Guaranty Agreement (the “Revolving Credit Agreement”), dated as of April 24, 2024, among the Borrowers, the Company, the lenders identified therein and Bank of America, N.A., as administrative agent, was amended to, in addition to certain technical amendments, increase the dollar denominated revolving commitments under the Company’s existing unsecured revolving credit facility (the “Revolving Credit Facility”) from $2.75 billion to $3.5 billion. After giving effect to the Revolver Amendment, the aggregate borrowing capacity under the Revolving Credit Agreement may be increased, at the Borrowers’ option, to up to $4.5 billion by increasing the amount of the Revolving Credit Facility or by incurring additional term loans, in each case subject to the satisfaction of certain conditions set forth in the Credit Agreement, including the receipt of additional commitments for such increase.
The foregoing description of the Revolver Amendment is not complete and is qualified in its entirety by reference to the full text of the Revolver Amendment, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter-ended March 31, 2025.
Item 2.02. Results of Operations and Financial Condition.
On April 30, 2025, the Company issued a press release announcing its results of operations for the quarter ended March 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated into this Item 2.02 by reference.
The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosures contained in “Item 1.01. Entry into a Material Definitive Agreement” of this Current Report on Form 8-K are incorporated into this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number | Description |
| 99.1 | Press release issued by the Company on April 30, 2025. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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 hereunto duly authorized.
| VENTAS, INC. | ||
| Date: April 30, 2025 | By: | /s/ Carey S. Roberts |
| Carey S. Roberts | ||
| Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary | ||