Current Report Filing (8-k)
May 19 2022 - 9:31AM
Edgar (US Regulatory)
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2022-05-17
2022-05-17
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13
OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report: May 17, 2022
(Date of earliest event reported)
LTC PROPERTIES, INC.
(Exact name of Registrant as specified in
its charter)
Maryland |
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1-11314 |
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71-0720518 |
(State or other jurisdiction of |
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(Commission file number) |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No) |
2829 Townsgate Road, Suite 350
Westlake
Village, CA 91361
(Address of principal executive offices)
(805)
981-8655
(Registrant’s telephone number, including
area code)
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 (see General
Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
Common stock, $.01 par value |
LTC |
New York Stock Exchange |
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
company ¨
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 May 17, 2022, LTC Properties, Inc.
(“LTC” or the “Company”) entered into a Note Purchase Agreement to issue $75 million aggregate principal
amount of 3.66% senior unsecured notes (the “Notes”) in a private placement. The Notes have an average life of approximately
10 years, scheduled principal payments and will mature on May 17, 2033.
The Company expects to use the proceeds of the
Notes to pay down its unsecured revolving line of credit under the Company’s existing Third Amended and Restated Credit Agreement
(the “Credit Agreement”).
The Note Purchase Agreement contains covenants
that conform with the covenants in the Credit Agreement. These covenants are described in the Company’s most recent Annual Report
on Form 10-K.
The foregoing description of the Note Purchase
Agreement is qualified by reference to the full text of Note Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Additionally, the Company amended its existing
senior unsecured note agreements to also conform with the covenants in the Credit Agreement. Copies of the amended senior unsecured note
agreements are not being filed herewith, but will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for
the quarterly period ending June 30, 2022. Copies of the senior unsecured note agreements, prior to the amendments referenced in
this paragraph, have previously been filed as exhibits 10.1, 10.2, and 10.3 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2021.
Item 2.03 — Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 is incorporated
herein by reference.
Item 7.01— Regulation FD Disclosure
On May 18, 2022, the Company issued a press
release announcing the private placement of Notes described in Item 1.01 of this Current Report on Form 8-K. The press release is
attached hereto as Exhibit 99.1.
Item 9.01 — Financial Statements and
Exhibits
SIGNATURE
Pursuant to the requirements of Section 13
or 15(d) 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.
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LTC PROPERTIES, INC. |
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Dated: May 19, 2022 |
By: |
/s/ WENDY L. SIMPSON |
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Wendy L. Simpson |
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Chairman & CEO |
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