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EX-99.1 - EX-99.1 - WELLTOWER INC.d556771dex991.htm





Washington, D.C. 20549







Pursuant to Section 13 OR 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2018



Welltower Inc.

(Exact name of registrant as specified in its charter)




Delaware   1-8923   34-1096634
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. 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:


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))

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 7.01 Regulation FD Disclosure.

On May 21, 2018, Welltower Inc. (the “Company”) made available to its investors an updated document containing answers to certain questions regarding its proposed merger with Quality Care Properties, Inc., which was announced on April 25, 2018, and regarding certain related transactions (“Updated Investor Q&A”). The Updated Investor Q&A adds a question and an answer regarding the status of the HCR ManorCare, Inc. bankruptcy proceeding that was not included in the document that was furnished with the Form 8-K filed by the Company on May 7, 2018. A copy of the Investor Q&A is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number


Exhibit Description

99.1    QCP Acquisition, Welltower Investor Q&A, made available by Welltower Inc. on May 21, 2018.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 21, 2018     By:  

/s/ Matthew McQueen

    Name:   Matthew McQueen
    Title:   Senior Vice President—General Counsel & Corporate Secretary