8-KRegulation FDOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Regulation FD Disclosure (Apr 7, 2006)

Filed April 7, 2006For Securities:WELL

Summary

Health Care REIT, Inc. (now Welltower Inc.) filed a Form 8-K on April 6, 2006, to announce the pricing of a significant secondary offering of its common stock. The company is offering 3,000,000 shares, with an option for underwriters to purchase an additional 450,000 shares, indicating strong investor demand and a strategic move to raise capital. This offering is being conducted under an existing shelf registration statement, allowing for efficient execution. In addition to the stock offering, the company affirmed its previously issued guidance for both Funds From Operations (FFO) and Funds Available for Distribution (FAD) for the fiscal year 2006. This reiteration suggests confidence in the company's operational performance and financial outlook for the year, providing investors with continued visibility and reassurance regarding its financial targets.

Key Highlights

  • 1Announced pricing of a secondary offering of 3,000,000 shares of common stock.
  • 2Underwriters have an option to purchase an additional 450,000 shares, suggesting potential for increased capital raise.
  • 3Offering is being conducted under a Registration Statement on Form S-3/A.
  • 4Entered into an Underwriting Agreement with Deutsche Bank Securities Inc. and UBS Securities LLC.
  • 5Affirmed 2006 guidance for Funds From Operations (FFO).
  • 6Affirmed 2006 guidance for Funds Available for Distribution (FAD).
  • 7Previous guidance was originally announced on February 7, 2006.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the pricing of a secondary offering of Health Care REIT, Inc.'s common stock and to reaffirm the company's financial guidance for fiscal year 2006.

The company is offering 3,000,000 shares of common stock, with an option for the underwriters to purchase an additional 450,000 shares if exercised in full.

FFO (Funds From Operations) and FAD (Funds Available for Distribution) are key performance metrics for Real Estate Investment Trusts (REITs). Affirming guidance suggests the company is confident in its operational performance and its ability to meet its projected financial results for the year, providing investors with ongoing visibility.

The underwriters for this offering are Deutsche Bank Securities Inc. and UBS Securities LLC, acting as representatives of the several underwriters.