UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. — Entry Into a Material Definitive Agreement
As previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2019, LTC Properties, Inc. (the “Company”) entered into separate equity distribution agreements, dated as of March 1, 2019 (the “2019 Agreements”), with JMP Securities LLC (“JMP”), Credit Agricole Securities (USA) Inc. (“Credit Agricole”), KeyBanc Capital Markets Inc. (“KeyBanc”) and Mizuho Securities USA Inc. (“Mizuho”), pursuant to which the Company may offer and sell, from time to time, up to $200,000,000 in aggregate offering price of shares of the Company’s common stock, par value $0.01 per share, under the Company’s at-the-market offering program.
As described in Item 1.02 below, the 2019 Agreements with Credit Agricole and Mizuho have been terminated.
On November 19, 2021, the Company entered into a new equity distribution agreement (the “Huntington Agreement”) with Huntington Securities, Inc. (“Huntington”) on the same terms as the 2019 Agreements. Under the terms of the Huntington Agreement and the 2019 Agreements, the Company may now offer and sell, from time to time, up to $200,000,000 in aggregate offering price of shares of the Company’s common stock, par value $0.01 per share, under the Company’s at-the-market offering program, through JMP, KeyBanc and Huntington, as the sales agents.
Offerings under the Company’s at-the-marketing offering program are being made pursuant to the Company’s effective registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333-229966) previously filed with the SEC, a prospectus supplement dated March 1, 2019 and supplement no. 1 dated November 19, 2021.
The Huntington Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference; the description of the material terms of the Huntington Agreement is qualified in its entirety by reference to the exhibit.
Item 1.02. — Termination of a Material Definitive Agreement
On November 19, 2021, the Company delivered notices to Credit Agricole and Mizuho terminating the 2019 Agreements with Credit Agricole and Mizuho, respectively, effective as of November 19, 2021
As a result of the termination of these agreements, no further offers or sales of the Company’s common stock will be made through Credit Agricole or Mizuho pursuant to the Company’s at-the-market offering program. The Company’s 2019 Agreements with each of JMP and KeyBanc, and the Huntington Agreement, remain in full force and effect.
Item 9.01. - Financial Statements and Exhibits
| 1.1 | Equity Distribution Agreement, dated November 19, 2021, by and between LTC Properties, Inc. and Huntington Securities, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| LTC PROPERTIES, INC. | ||
| Dated: November 19, 2021 | By: | /s/ Wendy L. Simpson |
| Wendy L. Simpson | ||
| Chairman & CEO | ||