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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: December 15, 2025
(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 |
|
(Commission file number) |
|
(I.R.S. Employer |
| incorporation or organization) |
|
|
|
Identification No) |
3011
Townsgate Road, Suite 220
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 December 12, 2025, LTC Properties, Inc. (“LTC”)
entered into a First Amendment (the “Amendment”) to its Credit Agreement dated July 21, 2025 (the “Credit Agreement”)
with KeyBank National Association, as Administrative Agent and L/C Issuer, and KeyBank National Association, Wells Fargo Bank, National
Association, Citizens Bank, N.A., The Huntington National Bank, Royal Bank of Canada and U.S. Bank National Association, as Lenders. In
addition, KeyBanc Capital Markets, Inc., Wells Fargo Securities, LLC and Citizens Securities, Inc., as Joint Lead Arrangers and Joint
Book Runners, Wells Fargo Bank, National Association and Citizens Bank, N.A. are serving as Co-Syndication Agents, The Huntington National
Bank, is serving as Documentation Agent, and Royal Bank of Canada, is serving as Sustainability Agent.
The Amendment increases the aggregate commitment
of the lenders under the Credit Agreement from $600 million to $800 million by exercising the incremental facility in accordance with
the terms of the Credit Agreement and establishing a $50 million three-year term loan, $55 million four-year term loan, $55 million five-year
term loan, and $40 million seven-year term loan (collectively, the “Term Loans”), maturing in 2028, 2029, 2030 and 2032, respectively.
The material terms of the Credit Agreement otherwise remain unchanged.
A copy of the Amendment is filed as Exhibit 10.1
hereto and is hereby incorporated by reference. The above summary of the Amendment is qualified in its entirety by reference to such filed
exhibit.
In connection with entering into the Amendment,
LTC entered into interest rate swap agreements to effectively fix the interest rate on the 2028, 2029, 2030 and 2032 Term Loans at 4.61%,
4.65%, 4.70% and 5.22% per annum, respectively, based on the Credit Agreement’s stated applicable margins.
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 hereby
incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. |
None.
| (b) | Pro Forma Financial Information |
None.
| 10.1 | First Amendment to Credit Agreement, entered into as of December
12, 2025 |
| 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: December 15, 2025 |
By: |
/s/ CAROLINE CHIKHALE |
| |
|
Caroline Chikhale |
| |
|
Executive Vice President, Chief Financial Officer and Treasurer |