Attached files
| file | filename |
|---|---|
| EX-5 - EX-5 - WELLTOWER INC. | d930336dex5.htm |
| EX-8 - EX-8 - WELLTOWER INC. | d930336dex8.htm |
| EX-1.1 - EX-1.1 - WELLTOWER INC. | d930336dex11.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 20, 2015
Health Care REIT, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8923 | 34-1096634 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer 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 20, 2015, in connection with the Registration Statement on Form S-3 (File No. 333-203802), effective May 1, 2015, Health Care REIT, Inc. (the “Company”) entered into an Underwriting Agreement with Citigroup Global Markets Inc., UBS Securities LLC, Jefferies LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters, for an offering of $750,000,000 aggregate principal amount of the Company’s 4.000% notes due 2025. The offering is expected to close on May 26, 2015, 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 20, 2015, between Health Care REIT, Inc. and Citigroup Global Markets Inc., UBS Securities LLC, Jefferies LLC and J.P. Morgan Securities 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 22, 2015
Exhibit Index
| 1.1 | Underwriting Agreement, dated as of May 20, 2015, between Health Care REIT, Inc. and Citigroup Global Markets Inc., UBS Securities LLC, Jefferies LLC and J.P. Morgan Securities 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 | |