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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: July 21, 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. — Material Definitive Agreement
On July 21, 2025, LTC Properties, Inc.
(“LTC”) entered into a new unsecured Credit Agreement (the “Credit Agreement”) to refinance LTC’s
prior unsecured Third Amended and Restated Credit Agreement dated November 19, 2021, as amended (the “Prior Credit Agreement”).
Under the Credit Agreement, the aggregate initial
revolving credit commitments of the Lenders identified below is $600.0 million. The Credit Agreement permits LTC to request an increase
to the revolving credit commitments or to request a new term loan commitment in an aggregate amount not to exceed $600.0 million, for a
total maximum commitment of up to $1.2 billion under the Credit Agreement. The Credit Agreement will mature on July 21, 2029 and
provides for a one-year extension option for the revolving credit facility at LTC’s discretion, subject to customary conditions.
As a result of the refinancing, as of July 21,
2025, LTC had $275.6 million outstanding under the new Credit Agreement at a variable rate currently of SOFR plus 110 basis points and
a facility fee of 15 basis points. The term loan facilities under the Prior Credit Agreement have been repaid in full.
In connection with the Prior Credit
Agreement, LTC entered into interest rate swap agreements, which will remain in effect, to effectively fix the interest rate on
$100.0 million under the Credit Agreement at 2.27% and 2.41% per annum until November 19, 2025 and November 19, 2026,
respectively, based upon the Credit Agreement’s stated applicable margins.
The following financial institutions are participants
in the Credit Agreement: 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., are serving 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.
A copy of the Credit Agreement is filed as Exhibit 10.1
hereto and is hereby incorporated by reference. The above summary of the Credit Agreement is qualified in its entirety by reference to
such a document.
The Credit Agreement contains customary
representations, warranties, and agreements. The representations, warranties, and covenants contained in the Credit Agreement were
made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Credit
Agreement and may be subject to certain limitations agreed upon by such parties. The representations, warranties, and covenants in
the Credit Agreement should be read only in conjunction with the other information that LTC makes publicly available in reports,
statements, and other documents filed with the Securities and Exchange Commission.
Item 9.01. — Financial Statements and
Exhibits
| 10.1 | Credit Agreement dated as of July 21, 2025. |
| 104 | Cover Page Interactive Data File. Formatted in Inline XBRL and contained in exhibit 101. |
SIGNATURE
Pursuant to the requirements 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: July 21, 2025 |
By: |
/s/ CAROLINE CHIKHALE |
| |
|
Caroline Chikhale |
| |
|
Executive Vice President, Chief Financial Officer and Treasurer |
