Ltc Properties Inc S-3ASR, filed Feb 18, 2022

Ltc Properties Inc (LTC)

S-3ASR 2022-02-18

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	Page
ABOUT THIS PROSPECTUS		1
OUR COMPANY		1
RISK FACTORS		2
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION		2
USE OF PROCEEDS		2
GENERAL DESCRIPTION OF THE OFFERED SECURITIES		3
DESCRIPTION OF OUR COMMON STOCK		4
DESCRIPTION OF OUR PREFERRED STOCK		5
DESCRIPTION OF WARRANTS		11
DESCRIPTION OF DEBT SECURITIES		13
DESCRIPTION OF DEPOSITARY SHARES		20
DESCRIPTION OF UNITS		24
RESTRICTIONS ON OWNERSHIP AND TRANSFER		25
CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS		26
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		30
SELLING SECURITY HOLDERS		41
PLAN OF DISTRIBUTION		41
LEGAL MATTERS		44
EXPERTS		44
WHERE YOU CAN FIND ADDITIONAL INFORMATION		44
INCORPORATION BY REFERENCE		44

Securities and Exchange Commission registration fee	$	*
Transfer agent’s and trustee’s fees and expenses		**
Printing and engraving expenses		**
Legal fees and expenses		**
Accounting fees and expenses		**
Miscellaneous expenses		**
Total	$	**

	1.1			Form of Underwriting Agreement*
	3.1			LTC Properties, Inc. Articles of Restatement (incorporated by reference to Exhibit 3.1.2 to the registrant’s Current Report on Form 8-K (File No. 1-11314) filed June 1, 2016)
	3.2			Bylaws of LTC Properties, Inc., as Amended and Restated February 11, 2021 (incorporated by reference to Exhibit 3.2.1 to the registrant’s Annual Report on Form 10-K (File No. 1-11314) filed February 18, 2021)
	4.1			Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s Form S-3ASR (No. 333-229966) filed February 28, 2019)
	4.2			Form of Preferred Stock Certificate*
	4.3			Form of Warrant Agreement (Form of Warrant included therein)*
	4.4			Form of Senior Indenture (Form of Senior Debt Security included therein)
	4.5			Form of Subordinated Indenture (Form of Subordinated Debt Security included therein)
	4.6			Form of Deposit Agreement (Form of Receipt included therein)*
	4.7			Form of Unit Agreement*
	4.8			Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the registrant’s Annual Report on Form 10-K (File No. 1-11314) filed February 18, 2021)
	5.1			Opinion of Ballard Spahr LLP, regarding the legality of the securities being registered
	8.1			Tax Opinion of Reed Smith LLP
	23.1			Consent of Independent Registered Public Accounting Firm
	23.2			Consent of Ballard Spahr LLP (contained in Exhibit 5.1)
	23.3			Consent of Reed Smith LLP (contained in Exhibit 8.1)
	24.1			Power of Attorney (contained on signature page)
	25.1			Form T-1 Statement of Eligibility of Trustee for Senior Indenture under the Trust Indenture Act of 1939**
	25.2			Form T-1 Statement of Eligibility of Trustee for Subordinated Indenture under the Trust Indenture Act of 1939**
	107			Filing Fee Table

	/s/ Wendy L. Simpson Wendy L. Simpson			Chairman and Chief Executive Officer, and Director (Principal Executive Officer)
	/s/ Pamela Shelley-Kessler Pamela Shelley-Kessler			Co-President, Chief Financial Officer and Corporate Secretary (Principal Financial Officer and Principal Accounting Officer)
	/s/ Boyd Hendrickson Boyd Hendrickson			Director
	/s/ Cornelia Cheng Cornelia Cheng			Director
	/s/ James J. Pieczynski James J. Pieczynski			Director
	/s/ Devra G. Shapiro Devra G. Shapiro			Director
	/s/ Timothy J. Triche Timothy J. Triche			Director

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1	Definitions	1
Section 1.2	Incorporation by Reference of Trust Indenture Act	8
Section 1.3	Compliance Certificates and Opinions	8
Section 1.4	Form of Documents Delivered to Trustee	9
Section 1.5	Acts of Holders; Record Dates	9
Section 1.6	Notices, etc., to Trustee and Company	11
Section 1.7	Notice to Holders; Waiver	11
Section 1.8	Conflict with Trust Indenture Act	11
Section 1.9	Effect of Headings and Table of Contents	11
Section 1.10	Successors and Assigns	11
Section 1.11	Separability Clause	12
Section 1.12	Benefits of Indenture	12
Section 1.13	Governing Law	12
Section 1.14	Legal Holidays	12
Section 1.15	Indenture and Securities Solely Corporate Obligations	12
Section 1.16	Indenture May be Executed in Counterparts	13

ARTICLE 2

SECURITY FORMS

Section 2.1	Forms Generally	13
Section 2.2	Form of Trustee’s Certificate of Authentication	13
Section 2.3	Global Securities	13
Section 2.4	Form of Legend for Global Securities	15
Section 2.5	Form of Face of Security	15
Section 2.6	Form of Reverse of Security	17

ARTICLE 3

THE SECURITIES

Section 3.1	Amount Unlimited; Issuable in Series	19
Section 3.2	Denominations	22
Section 3.3	Execution, Authentication, Delivery and Dating	22
Section 3.4	Temporary Securities	24
Section 3.5	Registration; Registration of Transfer and Exchange	24
Section 3.6	Mutilated, Destroyed, Lost and Stolen Securities	25
Section 3.7	Payment of Interest; Interest Rights Preserved	26
Section 3.8	Persons Deemed Owners	27
Section 3.9	Cancellation	27
Section 3.10	Computation of Interest	27

ARTICLE 4

SATISFACTION AND DISCHARGE

Section 4.1	Satisfaction and Discharge of Indenture	27
Section 4.2	Application of Trust Money	28

				LTC PROPERTIES, INC.
				By:			/s/ Pamela Shelley-Kessler Pamela Shelley-Kessler Co- President, Chief Financial Officer and Corporate Secretary

ARTICLE 5

REMEDIES

Section 5.1	Events of Default	29
Section 5.2	Acceleration of Maturity; Rescission and Annulment	30
Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	31
Section 5.4	Trustee May File Proofs of Claim	31
Section 5.5	Trustee May Enforce Claims Without Possession of Securities	32
Section 5.6	Application of Money Collected	32
Section 5.7	Limitation on Suits	33
Section 5.8	Right of Holders to Receive Principal, Premium and Interest	33
Section 5.9	Restoration of Rights and Remedies	33
Section 5.10	Rights and Remedies Cumulative	34
Section 5.11	Delay or Omission Not Waiver	34
Section 5.12	Control by Holders	34
Section 5.13	Waiver of Past Defaults	34
Section 5.14	Undertaking for Costs	35

ARTICLE 6

THE TRUSTEE

Section 6.1	Certain Duties and Responsibilities	35
Section 6.2	Notice of Defaults	36
Section 6.3	Certain Rights of Trustee	36
Section 6.4	Not Responsible for Recitals or Issuance of Securities	37
Section 6.5	May Hold Securities and Act as Trustee under Other Indentures	37
Section 6.6	Money Held in Trust	37
Section 6.7	Compensation and Reimbursement	37
Section 6.8	Conflicting Interests	38
Section 6.9	Eligibility; Disqualification	38
Section 6.10	Resignation and Removal; Appointment of Successor	39
Section 6.11	Acceptance of Appointment by Successor	40
Section 6.12	Merger, Conversion, Consolidation or Succession to Business	40
Section 6.13	Preferential Collection of Claims Against Company	41
Section 6.14	Appointment of Authenticating Agent	41

ARTICLE 7

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1	Company to Furnish Trustee Names and Addresses of Holders	42
Section 7.2	Preservation of Information; Communications to Holders	42
Section 7.3	Reports by Trustee	43
Section 7.4	Reports by Company	43

ARTICLE 8

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.1	Company May Consolidate, etc., Only on Certain Terms	43
Section 8.2	Successor Substituted	43

ARTICLE 9

SUPPLEMENTAL INDENTURES

Section 9.1	Supplemental Indentures Without Consent of Holders	44
Section 9.2	Supplemental Indentures with Consent of Holders	45
Section 9.3	Execution of Supplemental Indentures	46
Section 9.4	Effect of Supplemental Indentures	46
Section 9.5	Conformity with Trust Indenture Act	46
Section 9.6	Reference in Securities to Supplemental Indentures	46

ARTICLE 10

COVENANTS

Section 10.1	Payment of Principal, Premium and Interest	46
Section 10.2	Maintenance of Office or Agency	47
Section 10.3	Money for Securities Payments to be Held in Trust	47
Section 10.4	Statement by Officers as to Default	48
Section 10.5	Existence	48
Section 10.6	All Securities to be Equally and Ratably Secured	48
Section 10.7	Maintenance of Properties	48
Section 10.8	Payment of Taxes and Other Claims	48
Section 10.9	Waiver of Certain Covenants	48
Section 10.10	Additional Amounts	49

ARTICLE 11

REDEMPTION OF SECURITIES

Section 11.1	Applicability of Article	49
Section 11.2	Election to Redeem; Notice to Trustee	49
Section 11.3	Selection by Trustee of Securities to Be Redeemed	50
Section 11.4	Notice of Redemption	50
Section 11.5	Deposit of Redemption Price	51
Section 11.6	Securities Payable on Redemption Date	51
Section 11.7	Securities Redeemed in Part	51

ARTICLE 12

SINKING FUNDS

Section 12.1	Applicability of Article	52
Section 12.2	Satisfaction of Sinking Fund Payments with Securities	52
Section 12.3	Redemption of Securities for Sinking Fund	52

ARTICLE 13

DEFEASANCE AND COVENANT DEFEASANCE

Section 13.1	Company’s Option to Effect Defeasance or Covenant Defeasance	52
Section 13.2	Defeasance and Discharge	53
Section 13.3	Covenant Defeasance	53
Section 13.4	Conditions to Defeasance or Covenant Defeasance	53
Section 13.5	Deposited Money, U. S. Government Obligations and Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions	55
Section 13.6	Reinstatement	56

ARTICLE 14

CONVERSION

Section 14.1	Conversion Right and Conversion Price	56
Section 14.2	Conversion Procedure	56
Section 14.3	Fractional Shares	57
Section 14.4	Taxes on Conversion	57
Section 14.5	Company to Reserve Securities	57
Section 14.6	Adjustment for Change in Capital Stock	57
Section 14.7	When De Minimis Adjustment May Be Deferred	58
Section 14.8	When No Adjustment Required	58
Section 14.9	Notice of Adjustment	58
Section 14.10	Voluntary Reduction	58
Section 14.11	Notice of Certain Transactions	59
Section 14.12	Offer to Repurchase Upon A Change of Control	59
Section 14.13	Company Determination Final	60
Section 14.14	Trustee’s Disclaimer	61
Section 14.15	Adjustments for Other Securities	61
Section 14.16	Certain Definitions

Section 310	(a) (1)	6.9
	(a) (2)	6.9
	(a) (3)	6.9
	(a) (4)	Not Applicable
	(a) (5)	6.9
	(b)	6.8, 6.10
	(c)	Not Applicable
Section 311	(a)	6.13
	(b)	6.13
	(c)	Not Applicable
Section 312	(a)	7.1, 7.2
	(b)	7.2
	(c)	7.2
Section 313	(a)	7.3
	(b)	7.3
	(c)	7.3
	(d)	7.3
Section 314	(a) (1)	7.4
	(a) (2)	7.4
	(a) (3)	7.4
	(a) (4)	1.1, 10.4
	(b)	Not Applicable
	(c) (1)	1.3
	(c) (2)	1.3
	(c) (3)	Not Applicable
	(d)	Not Applicable
	(e)	1.3
Section 315	(a)	6.1
	(b)	6.2
	(c)	6.1
	(d)	6.1
	(e)	5.14
Section 316	(a)	1.1
	(a) (1) (A)	5.2, 5.12
	(a) (1) (B)	5.13
	(a) (2)	Not Applicable
	(b)	5.8
	(c)	1.5
Section 317	(a) (1)	5.3
	(a) (2)	5.4
	(b)	10.3
Section 318	(a)	1.8

Year	Redemption Price For Redemption Through Operation of the Sinking Fund	Redemption Price For Redemption Otherwise Than Through Operation of the Sinking Fund



	[TRUSTEE], as Trustee

	By:

		As Authenticating Agent

	By:

		Authorized Officer

ARTICLE 14

SUBORDINATION

Section 14.1	Securities Subordinated to Senior Indebtedness	56
Section 14.2	Right of Trustee to Hold Senior Indebtedness	58
Section 14.3	Subordination Not to Prevent Events of Default	58
Section 14.4	No Fiduciary Duty of Trustee to Holders of Senior Indebtedness	58
Section 14.5	Payment Permitted if No Default	59
Section 14.6	Article Applicable to Paying Agent	59

ARTICLE 15

CONVERSION

Section 15.1	Conversion Right and Conversion Price	60
Section 15.2	Conversion Procedure	60
Section 15.3	Fractional Shares	61
Section 15.4	Taxes on Conversion	61
Section 15.5	Company to Reserve Securities	61
Section 15.6	Adjustment for Change in Capital Stock	61
Section 15.7	When De Minimis Adjustment May Be Deferred	62
Section 15.8	When No Adjustment Required	62
Section 15.9	Notice of Adjustment	62
Section 15.10	Voluntary Reduction	62
Section 15.11	Notice of Certain Transactions	63
Section 15.12	Offer to Repurchase Upon A Change of Control	63
Section 15.13	Company Determination Final	64
Section 15.14	Trustee’s Disclaimer	64
Section 15.15	Adjustments for Other Securities	65
Section 15.16	Certain Definitions

Section 310 (a) (1)		6.9
(a) (2)		6.9
(a) (3)		6.9
(a) (4)		Not Applicable
(a) (5)		6.9
(b)		6.8, 6.10
(c)		Not Applicable
Section 311 (a)		6.13
(b)		6.13
(c)		Not Applicable
Section 312 (a)		7.1, 7.2
(b)		7.2
(c)		7.2
Section 313 (a)		7.3
(b)		7.3
(c)		7.3
(d)		7.3
Section 314 (a) (1)		7.4
(a) (2)		7.4
(a) (3)		7.4
(a) (4)		1.1, 10.4
(b)		Not Applicable
(c) (1)		1.3
(c) (2)		1.3
(c) (3)		Not Applicable
(d)		Not Applicable
(e)		1.3
Section 315 (a)		6.1
(b)		6.2
(c)		6.1
(d)		6.1
(e)		5.14
Section 316 (a)		1.1
(a) (1) (A)		5.2, 5.12
(a) (1) (B)		5.13
(a) (2)		Not Applicable
(b)		5.8
(c)		1.5
Section 317 (a) (1)		5.3
(a) (2)		5.4
(b)		10.3
Section 318 (a)		1.8

Year	Redemption Price For Redemption Through Operation of the Sinking Fund	Redemption Price For Redemption Otherwise Than Through Operation of the Sinking Fund

Dated:

	LTC PROPERTIES, INC.

	By:
		Name:
		Title:

Attest:

/s/ Ernst & Young LLP

Los Angeles, California
February 17, 2022