On November 13, 2024, LTC Properties, Inc. filed an 8-K form with the Securities and Exchange Commission, disclosing the entry into an equity distribution agreement with various agencies. The agreement involved Citizens JMP Securities, LLC, BMO Capital Markets Corp., KeyBanc Capital Markets Inc., Wells Fargo Securities, LLC, Huntington Securities, Inc., and Wedbush Securities Inc.
The agreement stipulates that LTC Properties may offer and sell up to $400,000,000 in shares of its common stock, par value $0.01 per share. Sales of these shares may be conducted through negotiated transactions, block trades, or “at the market” offerings as defined in Rule 415 under the Securities Act of 1933. Additionally, forward sale agreements may be entered into based on Master Forward Confirmations, with the Forward Purchasers selling borrowed shares of LTC Properties’ common stock.
Each Sales Agent involved is set to receive a commission not exceeding 2.0% of the gross sales price of the shares sold. The company’s Shares will be issued under its shelf registration statement on Form S-3. Legal opinions from Ballard Spahr LLP regarding the legality of the issuance and sale of the Shares, and Reed Smith LLP concerning tax matters, have also been attached to the filing.
The termination of previous equity distribution agreements with KeyBanc Capital Markets Inc., JMP Securities LLC (now Citizens JMP Securities, LLC), and Huntington Securities, Inc. was noted to occur alongside the new agreement. These terminations were without penalty, and as of the date of termination, shares with an aggregate gross sales price of approximately $1.5 million remained unsold under the prior agreements.
The financial statements and relevant exhibits filed in this 8-K disclosure provide comprehensive details regarding the new equity distribution agreement entered into by LTC Properties, outlining the terms, conditions, and implications of the arrangement for the company and its stakeholders.
This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read LTC Properties’s 8K filing here.
LTC Properties Company Profile
LTC is a real estate investment trust (REIT) investing in seniors housing and health care properties primarily through sale-leasebacks, mortgage financing, joint-ventures and structured finance solutions including preferred equity and mezzanine lending. LTC's investment portfolio includes 201 properties in 26 states with 29 operating partners.
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