UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 21, 2010
VENTAS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-10989
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61-1055020 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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111 S. Wacker Drive, Suite 4800,
Chicago, Illinois
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60606 |
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(Zip Code) |
Registrant’s telephone number, including area code: (877) 483-6827
Not Applicable
(Former name or former address, if changed since last report.)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry Into a Material Definitive Agreement.
On October 21, 2010, Ventas, Inc. (the “Company”) entered into a Merger Agreement (the “Merger
Agreement”) with Ventas SL I, LLC, Ventas SL II, LLC, and Ventas SL III, LLC, each a wholly owned
subsidiary of the Company (collectively, the “Merger Subs”), Atria Holdings LLC, Lazard Senior
Housing Partners LP, and LSHP Coinvestment Partnership I LP (collectively, the “Stockholders”), and
Atria Senior Living Group, Inc., One Lantern Senior Living Inc, and LSHP Coinvestment I Inc
(collectively, the “Atria Entities”). Pursuant to the terms and subject to the conditions set
forth in the Merger Agreement, the Atria Entities will merge with and into the Merger Subs (the
“Mergers”), with the Merger Subs continuing from and after the Mergers as subsidiaries of the
Company. Immediately prior to the effective time of the Mergers, the Atria Entities will
contribute subsidiaries holding their management operations to a newly formed entity (“Management
Holdco”). The Stockholders will receive merger consideration consisting of 24.96 million shares of
Company common stock (with a value of $1.35 billion based on the Company’s 10-day volume weighted
average price as of October 20, 2010 of $54.09) and $150 million of cash. The Company will also
assume or repay approximately $1.6 billion of the indebtedness of the Atria Entities.
At closing of the Mergers (the “Closing”), the Company, Management Holdco and certain of their
respective subsidiaries will enter into management agreements whereby Management Holdco will
continue to operate the real estate assets of the Atria Entities acquired by the Company.
Additionally, at the Closing, the Company and the Stockholders will enter into: a Director
Appointment Letter, which will grant the Stockholders the right to designate one nominee to serve
on the Company’s board of directors; a Lockup Agreement, which will limit the Stockholders’ ability
to transfer approximately 3.7 million shares of Company common stock issued to them as merger
consideration for a period of 18 months following the Closing, will contain a standstill agreement,
and will require the Stockholders to vote in favor of the director nominees recommended by the
Company’s board of directors; and a Registration Rights Agreement, pursuant to which, among other
things, the Company will agree to file with the Securities and Exchange Commission a registration
statement on Form S-3 to cover resales of the shares of Company common stock issued as merger
consideration.
The Closing is subject to the satisfaction of conditions regarding regulatory approvals and
third party consents, and to other customary closing conditions. The Company expects the Closing
to occur in the first half of 2011, although there can be no assurance that the transaction will
close or, if it does, when the Closing will occur. Subject to certain limitations, the Company
and the Stockholders have agreed to use their respective commercially reasonable best efforts to do
all things necessary, proper or advisable to consummate the Mergers, including obtaining certain
approvals and consents. The parties have made certain customary representations and warranties to
each other in the Merger Agreement. In addition, subject to certain limitations, the Company and
the Stockholders have agreed to indemnify each other for losses arising out of breaches of its
representations, warranties and covenants and for certain excluded liabilities retained by the
Company and the Stockholders, respectively. The Merger Agreement may be terminated under certain
circumstances, including by either party if the consummation of the Mergers has not occurred by
April 1, 2011 (subject to extension through July 1, 2011), by either party if an order is entered
prohibiting or disapproving the transaction
and the order has become final and non-appealable, by either party upon a material uncured breach
by the other party that would cause the closing conditions not to be satisfied, or by the
Stockholders if the Company fails to consummate the Mergers. In the event that the Stockholders
terminate the Merger Agreement because of a material uncured breach by the Company that would cause
the closing conditions not to be satisfied, or because Company fails to consummate the Mergers,
then the Company shall pay the Stockholders $150 million as the Stockholders’ sole and exclusive
remedy.
A copy of the Merger Agreement is filed herewith as Exhibit 2.1 and is incorporated in this
Item 1.01 by reference. The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Merger Agreement. The representations and warranties in the Merger 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 stockholders, or may have been used for the purpose of allocating risk between the parties.
Accordingly, the representations and warranties in the Merger Agreement are not necessarily
characterizations of the actual state of facts about the Company, the Stockholders or the Atria
Entities at the time they were made or otherwise and should only be read in conjunction with the
other information that the Company makes publicly available in reports, statements and other
documents filed with the Securities and Exchange Commission.
Item 7.01. Regulation FD Disclosure.
On
October 22, 2010 the Company issued a press release announcing that it had entered into the
Merger Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and
incorporated in this Item 7.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.