Ltc Properties Inc S-3ASR, filed Nov 12, 2024

Ltc Properties Inc (LTC)

S-3ASR 2024-11-12

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	Large accelerated filer ☒			Non-accelerated filer ☐
	Accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	Page
ABOUT THIS PROSPECTUS		1
OUR COMPANY		2
RISK FACTORS		3
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION		3
USE OF PROCEEDS		3
GENERAL DESCRIPTION OF THE OFFERED SECURITIES		4
DESCRIPTION OF OUR COMMON STOCK		4
DESCRIPTION OF OUR PREFERRED STOCK		5
DESCRIPTION OF WARRANTS		10
DESCRIPTION OF DEBT SECURITIES		12
DESCRIPTION OF DEPOSITARY SHARES		19
DESCRIPTION OF UNITS		22
RESTRICTIONS ON OWNERSHIP AND TRANSFER		23
CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS		24
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		27
SELLING SECURITY HOLDERS		37
PLAN OF DISTRIBUTION		37
LEGAL MATTERS		40
EXPERTS		40
WHERE YOU CAN FIND ADDITIONAL INFORMATION		41
INCORPORATION BY REFERENCE		41

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*
	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*
	5.1			Opinion of Ballard Spahr LLP, regarding the legality of certain 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/ Bradley J. Preber Bradley J. Preber			Director
	/s/ Cornelia Cheng Cornelia Cheng			Director
	/s/ David L. Gruber David L. Gruber			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	6
Section 1.3	Compliance Certificates and Opinions	6
Section 1.4	Form of Documents Delivered to Trustee	9
Section 1.5	Acts of Holders; Record Dates	7
Section 1.6	Notices, etc., to Trustee and Company	7
Section 1.7	Notice to Holders; Waiver	9
Section 1.8	Conflict with Trust Indenture Act	9
Section 1.9	Effect of Headings and Table of Contents	9
Section 1.10	Successors and Assigns	9
Section 1.11	Separability Clause	9
Section 1.12	Benefits of Indenture	9
Section 1.13	Governing Law	10
Section 1.14	Legal Holidays	10
Section 1.15	Indenture and Securities Solely Corporate Obligations	10
Section 1.16	Indenture May be Executed in Counterparts	10

ARTICLE 2
SECURITY FORMS

Section 2.1	Forms Generally	10
Section 2.2	Form of Trustee’s Certificate of Authentication	11
Section 2.3	Global Securities	11
Section 2.4	Form of Legend for Global Securities	12
Section 2.5	Form of Face of Security	13
Section 2.6	Form of Reverse of Security	13

ARTICLE 3
THE SECURITIES

Section 3.1	Amount Unlimited; Issuable in Series	15
Section 3.2	Denominations	18
Section 3.3	Execution, Authentication, Delivery and Dating	18
Section 3.4	Temporary Securities	19
Section 3.5	Registration; Registration of Transfer and Exchange	20
Section 3.6	Mutilated, Destroyed, Lost and Stolen Securities	20
Section 3.7	Payment of Interest; Interest Rights Preserved	21
Section 3.8	Persons Deemed Owners	22
Section 3.9	Cancellation	22
Section 3.10	Computation of Interest	22

ARTICLE 4
SATISFACTION AND DISCHARGE

Section 4.1	Satisfaction and Discharge of Indenture	22
Section 4.2	Application of Trust Money	23

ARTICLE 5
REMEDIES

Section 5.1	Events of Default	23
Section 5.2	Acceleration of Maturity; Rescission and Annulment	24
Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	25
Section 5.4	Trustee May File Proofs of Claim	26
Section 5.5	Trustee May Enforce Claims Without Possession of Securities	26
Section 5.6	Application of Money Collected	26
Section 5.7	Limitation on Suits	27
Section 5.8	Right of Holders to Receive Principal, Premium and Interest	27
Section 5.9	Restoration of Rights and Remedies	27
Section 5.10	Rights and Remedies Cumulative	27
Section 5.11	Delay or Omission Not Waiver	27
Section 5.12	Control by Holders	28
Section 5.13	Waiver of Past Defaults	28
Section 5.14	Undertaking for Costs	28

ARTICLE 6
THE TRUSTEE

Section 6.1	Certain Duties and Responsibilities	28
Section 6.2	Notice of Defaults	29
Section 6.3	Certain Rights of Trustee	29
Section 6.4	Not Responsible for Recitals or Issuance of Securities	30
Section 6.5	May Hold Securities and Act as Trustee under Other Indentures	30
Section 6.6	Money Held in Trust	30
Section 6.7	Compensation and Reimbursement	30
Section 6.8	Conflicting Interests	31
Section 6.9	Eligibility; Disqualification	31
Section 6.10	Resignation and Removal; Appointment of Successor	31
Section 6.11	Acceptance of Appointment by Successor	32
Section 6.12	Merger, Conversion, Consolidation or Succession to Business	33
Section 6.13	Preferential Collection of Claims Against Company	33
Section 6.14	Appointment of Authenticating Agent	33

ARTICLE 7
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1	Company to Furnish Trustee Names and Addresses of Holders	34
Section 7.2	Preservation of Information; Communications to Holders	34
Section 7.3	Reports by Trustee	34
Section 7.4	Reports by Company	35

ARTICLE 8
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.1	Company May Consolidate, etc., Only on Certain Terms	35
Section 8.2	Successor Substituted	35
ARTICLE 9
SUPPLEMENTAL INDENTURES

Section 9.1	Supplemental Indentures Without Consent of Holders	35
Section 9.2	Supplemental Indentures with Consent of Holders	36
Section 9.3	Execution of Supplemental Indentures	37
Section 9.4	Effect of Supplemental Indentures	37
Section 9.5	Conformity with Trust Indenture Act	37
Section 9.6	Reference in Securities to Supplemental Indentures	37

ARTICLE 10
COVENANTS

Section 10.1	Payment of Principal, Premium and Interest	37
Section 10.2	Maintenance of Office or Agency	38
Section 10.3	Money for Securities Payments to be Held in Trust	38
Section 10.4	Statement by Officers as to Default	39
Section 10.5	Existence	39
Section 10.6	All Securities to be Equally and Ratably Secured	39

Section 10.7	Maintenance of Properties	39
Section 10.8	Payment of Taxes and Other Claims	39
Section 10.9	Waiver of Certain Covenants	39
Section 10.10	Additional Amounts	39

ARTICLE 11
REDEMPTION OF SECURITIES

Section 11.1	Applicability of Article	40
Section 11.2	Election to Redeem; Notice to Trustee	40
Section 11.3	Selection by Trustee of Securities to Be Redeemed	40
Section 11.4	Notice of Redemption	40
Section 11.5	Deposit of Redemption Price	41
Section 11.6	Securities Payable on Redemption Date	41
Section 11.7	Securities Redeemed in Part	41

ARTICLE 12
SINKING FUNDS

Section 12.1	Applicability of Article	42
Section 12.2	Satisfaction of Sinking Fund Payments with Securities	42
Section 12.3	Redemption of Securities for Sinking Fund	42

ARTICLE 13
DEFEASANCE AND COVENANT DEFEASANCE

Section 13.1	Company’s Option to Effect Defeasance or Covenant Defeasance	42
Section 13.2	Defeasance and Discharge	43
Section 13.3	Covenant Defeasance	43
Section 13.4	Conditions to Defeasance or Covenant Defeasance	43
Section 13.5	Deposited Money, U. S. Government Obligations and Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions	45
Section 13.6	Reinstatement	45
ARTICLE 14
CONVERSION

Section 14.1	Conversion Right and Conversion Price	45
Section 14.2	Conversion Procedure	45
Section 14.3	Fractional Shares	46
Section 14.4	Taxes on Conversion	46
Section 14.5	Company to Reserve Securities	46
Section 14.6	Adjustment for Change in Capital Stock	46
Section 14.7	When De Minimis Adjustment May Be Deferred	47
Section 14.8	When No Adjustment Required	47
Section 14.9	Notice of Adjustment	47
Section 14.10	Voluntary Reduction	47
Section 14.11	Notice of Certain Transactions	47
Section 14.12	Offer to Repurchase Upon A Change of Control	48
Section 14.13	Company Determination Final	49
Section 14.14	Trustee’s Disclaimer	49
Section 14.15	Adjustments for Other Securities	49
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	45
Section 14.2	Right of Trustee to Hold Senior Indebtedness	47
Section 14.3	Subordination Not to Prevent Events of Default	47
Section 14.4	No Fiduciary Duty of Trustee to Holders of Senior Indebtedness	47
Section 14.5	Payment Permitted if No Default	47
Section 14.6	Article Applicable to Paying Agent	48

ARTICLE 15
CONVERSION

Section 15.1	Conversion Right and Conversion Price	48
Section 15.2	Conversion Procedure	48
Section 15.3	Fractional Shares	49
Section 15.4	Taxes on Conversion	49
Section 15.5	Company to Reserve Securities	49
Section 15.6	Adjustment for Change in Capital Stock	49
Section 15.7	When De Minimis Adjustment May Be Deferred	50
Section 15.8	When No Adjustment Required	50
Section 15.9	Notice of Adjustment	50
Section 15.10	Voluntary Reduction	50
Section 15.11	Notice of Certain Transactions	50
Section 15.12	Offer to Repurchase Upon A Change of Control	51
Section 15.13	Company Determination Final	52
Section 15.14	Trustee’s Disclaimer	52
Section 15.15	Adjustments for Other Securities	52
Section 15.16	Certain Definitions

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: