Item 2.01. Completion of Acquisition or Disposition of Assets.
This Current Report on Form 8-K is being filed in connection with the closing on
September 21, 2021 of the transactions contemplated by the Agreement and Plan of
Merger, dated as of June 28, 2021 (the "Merger Agreement"), by and among Ventas,
Inc., a Delaware corporation (the "Company"), Cadence Merger Sub LLC, a Delaware
limited liability company and a subsidiary of the Company ("Merger Sub"), and
New Senior Investment Group Inc., a Delaware corporation ("New Senior"),
pursuant to which Merger Sub merged with and into New Senior, with New Senior
surviving the merger as a subsidiary of Ventas (the "Merger").
At the effective time of the Merger (the "Effective Time"), subject to the terms
and conditions set forth in the Merger Agreement, each share of common stock,
par value $0.01 per share, of New Senior (the "New Senior Common Stock") issued
and outstanding immediately prior to the Effective Time (other than shares of
New Senior Common Stock owned directly by the Company, Merger Sub or New Senior)
was converted into the right to receive 0.1561 (the "Exchange Ratio") of a newly
issued share of common stock, par value $0.25 per share, of the Company
(together with cash in lieu of fractional shares, the "Merger Consideration").
In addition, at the Effective Time, (i) each option to purchase shares of New
Senior Common Stock vested and was canceled and converted into the right to
receive an amount in cash equal to the product of (1) the excess, if any, of the
value of the Exchange Ratio multiplied by the closing price on the New York
Stock Exchange ("NYSE") for a share of common stock of the Company on September
20, 2021, the last trading day before completion of the Merger, over the per
share exercise price of such option times (2) the number of shares covered by
such option, less applicable tax withholdings, and (ii) each restricted stock
award and restricted stock unit award vested and was canceled and became
entitled to receive the Merger Consideration in respect of each share of New
Senior Common Stock covered by such award, less applicable tax withholdings,
with the number of shares of New Senior Common Stock covered by any
performance-based restricted stock unit award determined based on maximum
performance.
In connection with the closing of the Merger, the shares of New Senior Common
Stock that previously traded under the ticker symbol "SNR" on the NYSE have
ceased trading on, and will be delisted from, the NYSE.
The foregoing description of the Merger Agreement contained in this Item 2.01
does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Merger Agreement. A copy of the Merger Agreement was
filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with
the Securities and Exchange Commission (the "SEC") on June 28, 2021, and is
incorporated herein by reference.
Item 8.01. Other Events.
On September 21, 2021, the Company and New Senior issued a joint press release
announcing the completion of the Merger. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of June 28, 2021, by and among
the Company, Merger Sub and New Senior (incorporated herein by reference
to Exhibit 2.1 to the Current Report on Form 8-K, as filed by the Company
with the SEC on June 28, 2021).
99.1 Joint Press Release, dated as of September 21, 2021.
104 Cover Page Interactive Data File (formatted as inline XBRL).
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