VTR 8-K
Ventas, Inc. (VTR)
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
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
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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. |
The discussion below in Item 8.01 with respect to Amendment No. 1 (as defined below) of the Sales Agreement (as defined below) is incorporated herein by reference.
| Item 8.01. | Other Events. |
On February 20, 2024, Ventas, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-3 (File No. 333-277185) (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. 333-253415), which expires on February 23, 2024. 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 20, 2024.
Also on February 20, 2024, the Company entered into Amendment No. 1 (“Amendment No. 1”) to the ATM Sales Agreement, dated November 8, 2021 (as may be amended from time to time, the “Sales Agreement”), with BofA Securities, Inc., BNP Paribas Securities Corp., 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., TD Securities (USA) LLC, UBS Securities LLC and Wells Fargo Securities, LLC, each as sales agent and/or principal and/or forward seller (in any such capacity, each an “Agent” and collectively, the “Agents”), and Bank of America, N.A., BNP Paribas, Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, UBS AG London Branch and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, each a “Forward Purchaser” and collectively, the “Forward Purchasers”). The purpose of Amendment No. 1 was to reference the Replacement Registration Statement in the Sales Agreement, to add additional agents and to remove certain agents originally party to the Sales Agreement, and to increase the aggregate gross sales price of common stock available for issuance under the Sales Agreement to $1,000,000,000. Under the Sales Agreement, an aggregate gross price of $110,400,000 of the Company’s common stock has been offered and sold through February 20, 2024. As a result of Amendment No. 1, the Company may offer and sell, from time to time to or through the Agents, shares of the Company’s common stock having an aggregate gross sales price of up to $1,000,000,000 under the Sales Agreement.
A copy of Amendment No. 1 is filed herewith as Exhibit 1.1 and is incorporated by reference herein and into the Replacement Registration Statement. An opinion of Davis Polk & Wardwell 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 and is incorporated by reference into the Replacement Registration Statement. 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.
Forward-Looking Statements
This 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “assume,” “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “opportunity,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.
Forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. We urge you to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and in our filings with the Securities and Exchange Commission, such as in the sections titled “Cautionary Statements — Summary Risk Factors,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.
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Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our completed or anticipated acquisitions and investments of properties, including our ownership of the properties included in our equitized loan portfolio; (b) our exposure and the exposure of our tenants, managers and borrowers to complex healthcare and other regulation, including evolving laws and regulations regarding data privacy and cybersecurity and environmental matters, and the challenges and expense associated with complying with such regulation; (c) the potential for significant general and commercial claims, legal actions, regulatory proceedings or enforcement actions that could subject us or our tenants, managers or borrowers to increased operating costs, uninsured liabilities, fines or significant operational limitations, including the loss or suspension of or moratoriums on accreditations, licenses or certificates of need, suspension of or nonpayment for new admissions, denial of reimbursement, suspension, decertification or exclusion from federal, state or foreign healthcare programs or the closure of facilities or communities; (d) the impact of market and general economic conditions on us, our tenants, managers and borrowers and in areas in which our properties are geographically concentrated, including macroeconomic trends and financial market events, such as bank failures and other events affecting financial institutions, market volatility, increases in inflation, changes in or elevated interest and exchange rates, tightening of lending standards and reduced availability of credit or capital, geopolitical conditions, supply chain pressures, rising labor costs and historically low unemployment, events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets, labor markets and public and private capital markets; (e) our reliance and the reliance of our tenants, managers and borrowers on the financial, credit and capital markets and the risk that those markets may be disrupted or become constrained, including as a result of bank failures or concerns or rumors about such events, tightening of lending standards and reduced availability of credit or capital; (f) the secondary and tertiary effects of the COVID-19 pandemic on our business, financial condition and results of operations and the implementation and impact of regulations related to the CARES Act and other stimulus legislation, including the risk that some or all of the CARES Act or other COVID-19 relief payments we or our tenants, managers or borrowers received could be recouped; (g) our ability, and the ability of our tenants, managers and borrowers, to navigate the trends impacting our or their businesses and the industries in which we or they operate, and the financial condition or business prospect of our tenants, managers and borrowers; (h) the risk of bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors which may, among other things, have an adverse impact on the ability of such parties to make payments or meet their other obligations to us, which could have an adverse impact on our results of operations and financial condition; (i) the risk that the borrowers under our loans or other investments default or that, to the extent we are able to foreclose or otherwise acquire the collateral securing our loans or other investments, we will be required to incur additional expense or indebtedness in connection therewith, that the assets will underperform expectations or that we may not be able to subsequently dispose of all or part of such assets on favorable terms; (j) our current and future amount of outstanding indebtedness, and our ability to access capital and to incur additional debt which is subject to our compliance with covenants in instruments governing our and our subsidiaries’ existing indebtedness; (k) the recognition of reserves, allowances, credit losses or impairment charges are inherently uncertain, may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets, which could have an adverse impact on our results of operations and financial condition; (l) the non-renewal of any leases or management agreement or defaults by tenants or managers thereunder and the risk of our inability to replace those tenants or managers on a timely basis or on favorable terms, if at all; (m) our ability to identify and consummate future investments in or dispositions of healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles, joint ventures and minority interests, including our ability to dispose of such assets on favorable terms as a result of rights of first offer or rights of first refusal in favor of third parties; (n) risks related to development, redevelopment and construction projects, including costs associated with inflation, rising or elevated interest rates, labor conditions and supply chain pressures, and risks related to increased construction and development in markets in which our properties are located, including adverse effect on our future occupancy rates; (o) our ability to attract and retain talented employees; (p) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply with such requirements; (q) the ownership limits contained in our certificate of incorporation with respect to our capital stock in order to preserve our qualification as a REIT, which may delay, defer or prevent a change of control of our company; (r) the risk of changes in healthcare law or regulation or in tax laws, guidance and interpretations, particularly as applied to REITs, that could adversely affect us or our tenants, managers or borrowers; (s) increases in our borrowing costs as a result of becoming more leveraged, including in connection with acquisitions or other investment activity and rising or elevated interest rates; (t) our reliance on third-party managers and tenants to operate or exert substantial control over properties they manage for or rent from us, which limits our control and influence over such operations and results; (u) our exposure to various operational risks, liabilities and claims from our operating assets; (v) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (w) our exposure to particular risks due to our specific asset classes and operating markets, such as adverse changes affecting our specific asset classes and the real estate industry, the competitiveness or financial viability of hospitals on or near the campuses where our outpatient medical buildings are located, our relationships with universities, the level of expense and uncertainty of our research tenants, and the limitation of our uses of some properties we own that are subject to ground lease, air rights or other restrictive agreements; (x) the risk of damage to our reputation; (y) the availability, adequacy and pricing of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (z) the risk of exposure to unknown liabilities from our investments in properties or businesses; (aa) the occurrence of cybersecurity threats and incidents that could disrupt our or our tenants’, managers’ or borrower’s operations, result in the loss of confidential or personal information or damage our business relationships and reputation; (bb) the failure to maintain effective internal controls, which could harm our business, results of operations and financial condition; (cc) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, managers or borrowers; (dd) disruptions to the management and operations of our business and the uncertainties caused by activist investors; (ee) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change; (ff) the risk of potential dilution resulting from future sales or issuances of our equity securities; and (gg) the other factors set forth in our periodic filings with the Securities and Exchange Commission.
Item. 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number |
Description | |
| 1.1 | Amendment No. 1 to the Sales Agreement, dated February 20, 2024, among Ventas, Inc. and the Agents and Forward Purchasers named therein. | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP. | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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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 thereunto duly authorized.
Date: February 20, 2024
| VENTAS, INC. | |||
| By: | /s/ Carey S. Roberts | ||
| Name: | Carey S. Roberts | ||
| Title: | Executive Vice President, General Counsel and Ethics & Compliance Officer | ||
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Exhibit 1.1
Ventas, Inc.
Common Stock
($0.25 par value)
AMENDMENT NO. 1 TO
ATM SALES AGREEMENT
February 20, 2024
BofA Securities, Inc.
BNP Paribas Securities Corp.
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.
TD Securities (USA) LLC
UBS Securities LLC
Wells Fargo Securities, LLC
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
As Agents and Forward Sellers
Bank of America, N.A.
One Bryant Park
New York, New York 10036
BNP Paribas
787 Seventh Ave
New York, New York 10019
Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Crédit Agricole Corporate and Investment Bank
c/o Credit Agricole Securities (USA) Inc., as agent
1301 Avenue of the Americas
New York, New York 10019
Jefferies LLC
520 Madison Avenue
New York, New York 10022
JPMorgan Chase Bank, National Association
383 Madison Avenue
New York, New York 10179
Mizuho Markets Americas LLC
c/o Mizuho Securities USA LLC, as agent
1271 Avenue of the Americas
New York, New York 10020
Morgan Stanley & Co. LLC
1585 Broadway, 4th Floor
New York, New York 10036
MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ, United Kingdom
Royal Bank of Canada
Brookfield Place
200 Vesey Street
New York, New York 10281
The Bank of Nova Scotia
44 King Street West
Toronto, Ontario M5H 1H1 Canada
c/o Scotia Capital (USA) Inc.
250 Vesey Street
24th Floor
New York, New York 10281
The Toronto-Dominion Bank
c/o TD Securities (USA) LLC, as agent
1 Vanderbilt Avenue
New York, NY 10017
UBS AG London Branch
5 Broadgate
London EC2M 2QS, United Kingdom
Wells Fargo Bank, National Association
30 Hudson Yard
New York, New York 10001-2170
As Forward Purchasers
Ladies and Gentlemen:
This Amendment No. 1 (this “Amendment”) to the Sales Agreement (as defined below) is entered into as of the date first written above (the “Effective Date”) by Ventas, Inc., a Delaware corporation (the “Company”), and BofA Securities, Inc., BNP Paribas Securities Corp., 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., TD Securities (USA) LLC, UBS Securities LLC and Wells Fargo Securities, LLC, each as sales agent and/or principal and/or forward seller (in any such capacity, each an “Agent” and collectively, the “Agents”), and Bank of America, N.A., BNP Paribas, Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, UBS AG London Branch and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, each a “Forward Purchaser” and collectively, the “Forward Purchasers”), in order to amend that certain ATM Sales Agreement, dated November 8, 2021 (the “Sales Agreement”), relating to the offer and sale of up to $1,000,000,000 of the Company’s common stock from time to time through any of the Agents or Forward Purchasers.
The parties wish to amend the Sales Agreement through this Amendment to modify the definition of certain defined terms set forth in the Sales Agreement, to make certain other changes to the Sales Agreement, including increasing the aggregate gross sales price of Shares that may be sold by the Company under the Sales Agreement, and to add BNP Paribas Securities Corp. and BNP Paribas as parties to the Sales Agreement.
Section 1. Definitions. Unless otherwise specified herein, capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to such terms in the Sales Agreement.
Section 2. Representation and Warranty. The Company represents and warrants to each Agent and Forward Purchaser that this Amendment has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company.
Section 3. Amendments to the Sales Agreement.
(a) On and after the Effective Date, the references to the “Registration Statement” as of any time shall refer to the automatic shelf registration statement on Form S-3 filed as of the Effective Date, including a prospectus, filed by the Company with the Commission to be used in connection with the public offering and sale of certain securities of the Company, including the Shares, as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B; provided, however, that the “Registration Statement,” without reference to a time, means such registration statement, as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of the Registration Statement with respect to the Shares within the meaning of Rule 430B(f)(2), including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B.
(b) On and after the Effective Date, the references to “Prospectus Supplement” shall refer to the prospectus supplement relating to the offering and sale of the Shares filed by the Company with the Commission pursuant to Rule 424(b) on the date hereof, in the form furnished by the Company to the Agents and Forward Purchasers in connection with the offering of the Shares, as amended by the prospectus supplement filed most recently with the Commission in accordance with Section 3(b), 3(c) or 3(n) of the Sales Agreement, as the case may be, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act.
(c) On and after the Effective Date, “$1,000,000,000” in the Sales Agreement shall remain available as the aggregate gross sales price of Shares that may be sold by the Company under the Sales Agreement, after giving effect to any prior issuances before the Effective Date.
(d) On and after the Effective Date, references to “Agent” and “Agents” shall refer to each of BofA Securities, Inc., BNP Paribas Securities Corp., 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., TD Securities (USA) LLC, UBS Securities LLC and Wells Fargo Securities, LLC.
(e) On and after the Effective Date, references to “Forward Purchaser” and “Forward Purchasers” shall refer to each of Bank of America, N.A., BNP Paribas, Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, UBS AG London Branch and Wells Fargo Bank, National Association.
(f) On and after the Effective Date, Section 10 of the Sales Agreement is amended to add the following:
Agent and Forward Seller
BNP Paribas Securities Corp.
787 Seventh Ave
New York, New York 10019
Attention: Robert McDonald
Phone: + 1 (646) 342-0756
Email: DL NYK STE [email protected]
Forward Purchaser
BNP Paribas
787 Seventh Avenue
New York, New York 10019
Attention: Robert McDonald
Phone: + 1 (646) 342-0756
Email: DL NYK STE [email protected]
(g) On and after the Effective Date, Section 10
of the Sales Agreement is hereby further amended by adding the underlined bolded text and deleting the text with strikethrough
as set forth below:
Agent and Forward Seller
J.P. Morgan Securities LLC
383 Madison Avenue 6th floor
New York, New York 10179
Attention: Stephanie Little
Telephone: (312) 732-3229
Email: [email protected]
Attention: Sanjeet Dewal
Facsimile: (212) 622-8783
Email: [email protected]
Forward Purchaser
JPMorgan Chase Bank, National Association, EDG Marketing Support
383 Madison Avenue
New York, New York 10179
Email: [email protected], [email protected]
Copy to: Stephanie Little
Telephone: (312) 732-3229
Email: [email protected]
Copy to: Sanjeet Dewal
Email: [email protected]
Agent
SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, New York [email protected]
(h) All references to the Sales Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Sales Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of Shares prior to the Effective Date or on the terms of the Sales Agreement, and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions), as well as the definitions of “Registration Statement,” “Base Prospectus,” “Prospectus Supplement” and “Prospectus” contained in the Sales Agreement prior to the Effective Date.
Section 4. Applicable Law. This Amendment and any claim, controversy or dispute arising hereunder or related hereto shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its choice of law provisions.
Section 5. Entire Agreement. The Sales Agreement, as amended by this Amendment, represents the entire agreement among the parties hereto with respect to the subject matter thereof and hereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. Except as set forth in this Amendment or as further amended hereby, all of the terms of the Sales Agreement shall remain in full force and effect and are hereby confirmed in all respects.
Section 6. Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 7. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Amendment. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signature Pages Follow]
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement by and among the Agents, the Forward Purchasers and the Company in accordance with its terms.
| Very truly yours, | ||
| VENTAS, INC. | ||
| By: | /s/ Robert F. Probst | |
| Name: Robert F. Probst | ||
| Title: Executive Vice President and Chief Financial Officer | ||
Accepted as of the date hereof:
BofA Securities, Inc.
As Agent And Forward Seller
| By: | /s/ Andreas Apostolatos | |
| Name: Andreas Apostolatos | ||
| Title: Managing Director |
BNP PARIBAS SECURITIES CORP.
As Agent And Forward Seller
| By: | /s/ Spencer Cherniak | |
| Name: Spencer Cherniak | ||
| Title: Managing Director |
Citigroup Global Markets Inc.
As Agent And Forward Seller
| By: | /s/ Gary Lawrence | |
| Name: Gary Lawrence | ||
| Title: Authorized Signatory |
Credit Agricole Securities (USA) Inc.
As Agent And Forward Seller
| By: | /s/ Jean-Marc Nguyen | |
| Name: Jean-Marc Nguyen | ||
| Title: Managing Director, Head of Investment Banking |
| By: | /s/ Douglas Cheng | |
| Name: Douglas Cheng | ||
| Title: Managing Director |
JEFFERIES LLC
As Agent And Forward Seller
| By: | /s/ Michael Magarro | |
| Name: Michael Magarro | ||
| Title: Managing Director |
J.P. Morgan Securities LLC
As Agent And Forward Seller
| By: | /s/ Brett Chalmers | |
| Name: Brett Chalmers | ||
| Title: Executive Director |
mizuho securities usa llc
As Agent And Forward Seller
| By: | /s/ Ivana Rupcic-Hulin | |
| Name: Ivana Rupcic-Hulin | ||
| Title: Managing Director |
Morgan Stanley & Co. LLC
As Agent And Forward Seller
| By: | /s/ Jesse Treverton | |
| Name: Jesse Treverton | ||
| Title: Vice President |
MUFG Securities Americas Inc.
As Agent And Forward Seller
| By: | /s/ Dev Gandhi | |
| Name: Dev Gandhi | ||
| Title: Managing Director |
RBC Capital Markets, LLC
As Agent And Forward Seller
| By: | /s/ Asad Kazim | |
| Name: Asad Kazim | ||
| Title: Managing Director |
Scotia capital (usa) inc.
As Agent And Forward Seller
| By: | /s/ Tim Mann | |
| Name: Tim Mann | ||
| Title: Managing Director |
td securities (usa) llc
As Agent And Forward Seller
| By: | /s/ Bradford Limpert | |
| Name: Bradford Limpert | ||
| Title: Managing Director |
UBS Securities LLC
As Agent And Forward Seller
| By: | /s/ Pedro Bollmann | |
| Name: Pedro Bollmann | ||
| Title: Executive Director | ||
| By: | /s/ Matthew Neuber | |
| Name: Matthew Neuber | ||
| Title: Associate Director |
Wells Fargo Securities, LLC
As Agent And Forward Seller
| By: | /s/ Elizabeth Alvarez | |
| Name: Elizabeth Alvarez | ||
| Title: Managing Director |
BANK OF AMERICA, N.A.
As Forward Purchaser
| By: | /s/ Andreas Apostolatos | |
| Name: Andreas Apostolatos | ||
| Title: Managing Director |
BNP PARIBAS
As Forward Purchaser
| By: | /s/ Robert McDonald | |
| Name: Robert McDonald | ||
| Title: Managing Director |
| By: | /s/ Spencer Cherniak | |
| Name: Spencer Cherniak | ||
| Title: Managing Director |
CITIBANK, N.A.
As Forward Purchaser
| By: | /s/ Eric Natelson | |
| Name: Eric Natelson | ||
| Title: Authorized Signatory |
Credit Agricole CORPORATE AND INVESTMENT BANK
As Forward Purchaser
| By: | /s/ Jean-Marc Nguyen | |
| Name: Jean-Marc Nguyen | ||
| Title: Managing Director, Head of Investment Banking |
| By: | /s/ Douglas Cheng | |
| Name: Douglas Cheng | ||
| Title: Managing Director |
JEFFERIES LLC
As Forward Purchaser
| By: | /s/ Michael Magarro | |
| Name: Michael Magarro | ||
| Title: Managing Director |
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
As Forward Purchaser
| By: | /s/ Brett Chalmers | |
| Name: Brett Chalmers | ||
| Title: Executive Director |
MIZUHO MARKETS AMERICAS LLC
As Forward Purchaser
| By: | /s/ Adam Hopkins | |
| Name: Adam Hopkins | ||
| Title: Authorized Signatory |
MORGAN STANLEY & CO. LLC
As Forward Purchaser
| By: | /s/ Jesse Treverton | |
| Name: Jesse Treverton | ||
| Title: Vice President |
MUFG SECURITIES EMEA PLC
As Forward Purchaser
| By: | /s/ Catherine Lucas | |
| Name: Catherine Lucas | ||
| Title: Authorized Signatory |
Royal Bank of Canada
As Forward Purchaser
| By: | /s/ Brian Ward | |
| Name: Brian Ward | ||
| Title: Managing Director |
THE BANK OF NOVA SCOTIA
As Forward Purchaser
| By: | /s/ Kshamta Kaushik | |
| Name: Kshamta Kaushik | ||
| Title: Managing Director |
THE TORONTO-DOMINION BANK
As Forward Purchaser
| By: | /s/ Vanessa Simonetti | |
| Name: Vanessa Simonetti | ||
| Title: Managing Director |
UBS AG LONDON BRANCH
As Forward Purchaser
| By: | /s/ Liam Ayre | |
| Name: Liam Ayre | ||
| Title: Executive Director | ||
| By: | /s/ Nicholas Lewis | |
| Name: Nicholas Lewis | ||
| Title: Executive Director |
WELLS FARGO BANK, NATIONAL ASSOCIATION
As Forward Purchaser
| By: | /s/ Elizabeth Alvarez | |
| Name: Elizabeth Alvarez | ||
| Title: Managing Director |
Exhibits 5.1 and 23.1
 |
Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017 davispolk.com |
February 20, 2024
Ventas, Inc.
353 N. Clark Street, Suite 3300
Chicago, Illinois 60654
Ladies and Gentlemen:
Ventas, Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-277185) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including up to $1,000,000,000 aggregate gross sales price of the Company’s common stock, par value $0.25 per share (the “Securities”) to be sold from time to time pursuant to the Sales Agreement dated November 8, 2021, as amended on February 20, 2024 (the “Sales Agreement”), among the Company and the several sales agents, forward sellers and forward purchasers named therein.
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and assuming the Company’s board of directors approves the terms of any sale of Securities pursuant to the Sales Agreement (or properly delegates such approval to officers and such terms are approved by such officers), we advise you that, in our opinion, when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Sales Agreement, the Securities will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
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Ventas, Inc. |
We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
| February 20, 2024 | 2 |