8-KMaterial AgreementsExhibits & Filings

WELLTOWER INC. 8-K Report, Material Agreement (Sep 26, 2006)

Filed September 26, 2006For Securities:WELL

Summary

Health Care REIT, Inc. (WELL) filed an 8-K on September 26, 2006, reporting an amendment to its $700 million unsecured line of credit. The key change modifies the covenant related to mergers and acquisitions. Previously, any merger or acquisition involving consideration exceeding 20% of the company's consolidated total assets required approval from the administrative agent and banks. The amendment now stipulates that such approval is only necessary if the transaction also requires the approval of the company's stockholders under New York Stock Exchange rules.

Key Highlights

  • 1Amendment to a $700 million unsecured line of credit for Health Care REIT, Inc.
  • 2Modification of merger and acquisition covenant within the loan agreement.
  • 3Approval for M&A transactions now contingent on NYSE stockholder approval requirements, rather than a fixed asset percentage threshold.
  • 4The amendment was entered into on September 20, 2006.
  • 5Key banking institutions involved include KeyBank National Association (administrative agent), Deutsche Bank Securities Inc. (syndication agent), and others as documentation agents.
  • 6This change offers potentially greater flexibility for the company in pursuing strategic transactions.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report an amendment to Health Care REIT, Inc.'s existing $700 million unsecured line of credit. Specifically, it details a change to the merger and acquisition (M&A) covenant.

The amendment removes the previous requirement for bank approval if the M&A consideration exceeded 20% of consolidated total assets. Now, bank approval is only needed if the transaction also requires stockholder approval under New York Stock Exchange rules.

This amendment provides Health Care REIT, Inc. with potentially more flexibility to pursue strategic mergers and acquisitions without needing immediate bank consent for every significant transaction, provided it doesn't trigger NYSE stockholder approval requirements. This could facilitate growth opportunities.

Key banking institutions involved include KeyBank National Association as the administrative agent, Deutsche Bank Securities Inc. as the syndication agent, and UBS Securities LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. as documentation agents.