Attached files

file filename
EX-8 - EX-8 - WELLTOWER INC.d734882dex8.htm
EX-1.1 - EX-1.1 - WELLTOWER INC.d734882dex11.htm
EX-5 - EX-5 - WELLTOWER INC.d734882dex5.htm

 

 

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 (Date of earliest event reported): May 28, 2014

 

 

Health Care REIT, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-8923   34-1096634
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

4500 Dorr Street, Toledo, Ohio   43615
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (419) 247-2800

Not Applicable

(Former name or former address, if changed since last report.)

 

 

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 8.01 Other Events.

On May 28, 2014, in connection with the Registration Statement on Form S-3 (File No. 333-181185), effective May 4, 2012, Health Care REIT, Inc. (the “Company”) entered into an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters (the “Underwriters”), for an offering of 14,000,000 shares of common stock of the Company. The Underwriters exercised their option to purchase additional shares in full, so the total number of shares to be issued in the offering is 16,100,000. The offering is expected to close on June 2, 2014, subject to the satisfaction of customary closing conditions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

1.1    Underwriting Agreement, dated as of May 28, 2014, between Health Care REIT, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters
5    Opinion of Shumaker, Loop & Kendrick, LLP
8    Tax Opinion of Arnold & Porter LLP
23.1    Consent of Shumaker, Loop & Kendrick LLP to the use of their opinion as an exhibit to this Form 8-K is included in their opinion filed herewith as Exhibit 5
23.2    Consent of Arnold & Porter LLP to the use of their opinion as an exhibit to this Form 8-K is included in their opinion filed herewith as Exhibit 8


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.

 

HEALTH CARE REIT, INC.
By:  

/s/ THOMAS J. DEROSA

Name:   Thomas J. DeRosa
Title:   Chief Executive Officer

Dated: May 30, 2014


Exhibit Index

 

1.1    Underwriting Agreement, dated as of May 28, 2014, between Health Care REIT, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters
5    Opinion of Shumaker, Loop & Kendrick, LLP
8    Tax Opinion of Arnold & Porter LLP
23.1    Consent of Shumaker, Loop & Kendrick LLP to the use of their opinion as an exhibit to this Form 8-K is included in their opinion filed herewith as Exhibit 5
23.2    Consent of Arnold & Porter LLP to the use of their opinion as an exhibit to this Form 8-K is included in their opinion filed herewith as Exhibit 8