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: July 19, 2012
(Date
of earliest event reported)
LTC PROPERTIES, INC.
(Exact
name of Registrant as specified in its charter)
|
Maryland |
1-11314 |
71-0720518 |
|
(State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. Employer 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))
Item 1.01. — Entry into a Material Definitive Agreement
On July 19, 2012, LTC Properties, Inc. entered into a private placement of 12-year senior unsecured promissory notes (the “Notes”) in the aggregate amount of $85.8 million to a group of institutional investors. The Notes bear interest at 5.03% and have scheduled annual principal pay downs of approximately $17.2 million in years 8 through 12. The Company has used a portion of the proceeds of the Notes to pay down its unsecured revolving line of credit and expects to use the remaining proceeds for general corporate purposes including acquisitions.
The Notes are subject to covenants that are substantially similar to the covenants in the Company’s existing credit facility and existing senior unsecured notes, including requirements to maintain financial ratios such as debt to asset value ratios, maximum total indebtedness ratios, maximum secured and unsecured debt ratios and fixed charge coverage ratios.
The foregoing description of the Notes is qualified in its entirety by reference to the provisions of the Note Purchase Agreement and the Notes, which will be filed as exhibits to the Company’s next Quarterly Report on Form 10-Q.
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 July 23, 2012, 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
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information
None.
(d) Exhibits.
99.1 Press Release issued July 23, 2012.
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: |
July 23, 2012 | By: |
/s/ WENDY L. SIMPSON |
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Wendy L. Simpson |
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CEO & President |
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Exhibit 99.1
LTC Announces $85.8 Million Private Placement Debt Financing
WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--July 23, 2012--LTC Properties, Inc. (NYSE:LTC) announced today that it entered into a private placement of 12-year senior unsecured notes (the “Notes”) in the aggregate amount of $85.8 million to a group of institutional investors. The Notes bear interest at 5.03%, mature on July 19, 2024 and have scheduled annual principal pay downs of approximately $17.2 million in years 8 through 12. The Company has used a portion of the proceeds to pay down its unsecured revolving line of credit and expects to use the remaining proceeds for general corporate purposes including acquisitions.
About LTC
The Company is a self-administered real estate investment trust that primarily invests in senior housing and long-term care facilities through facility lease transactions, mortgage loans and other investments. For more information on LTC Properties, Inc., visit the Company’s website at www.LTCProperties.com.
Forward Looking Statements
This press release includes statements that are not purely historical and are “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, including statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future. All statements other than historical facts contained in this press release are forward looking statements. These forward looking statements involve a number of risks and uncertainties. Please see our most recent Annual Report on Form 10-K, our subsequent Quarterly Reports on Form 10-Q, and in our other publicly available filings with the Securities and Exchange Commission for a discussion of these and other risks and uncertainties. All forward looking statements included in this press release are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such forward looking statements. Although the Company’s management believes that the assumptions and expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. The actual results achieved by the Company may differ materially from any forward looking statements due to the risks and uncertainties of such statements.
CONTACT:
LTC Properties, Inc.
Wendy L. Simpson
Pam Kessler
(805)
981-8655