8-KRegulation FDOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Regulation FD Disclosure (Dec 5, 2007)

Filed December 5, 2007For Securities:WELL

Summary

Health Care REIT, Inc. (the Company) filed an 8-K report on December 4, 2007, to disclose a significant event related to its common stock. The primary purpose of this filing is to announce an underwritten public offering of 3,500,000 shares of the Company's common stock. This offering also includes an option for the underwriters to purchase up to an additional 525,000 shares, potentially increasing the total number of shares offered. This offering is being conducted under the Company's effective Registration Statement on Form S-3. Investors should view this as an action by the company to raise capital, likely for general corporate purposes, expansion, or acquisitions within the healthcare real estate sector. The details of the underwriting agreement with UBS Securities LLC are provided, along with a press release dated December 4, 2007, which was made available on the company's website and furnished as an exhibit.

Key Highlights

  • 1Health Care REIT, Inc. announced a public offering of 3,500,000 shares of common stock.
  • 2An over-allotment option allows for the potential sale of an additional 525,000 shares.
  • 3The offering is being managed by UBS Securities LLC as the underwriter.
  • 4The offering is being conducted pursuant to an existing Registration Statement on Form S-3.
  • 5A press release dated December 4, 2007, was issued to announce the offering.
  • 6The press release and underwriting agreement are filed as exhibits to this 8-K report.

Frequently Asked Questions

The primary purpose of this 8-K filing is to publicly announce Health Care REIT, Inc.'s intention to offer 3,500,000 shares of its common stock to the public and to provide details of the underwriting agreement for this offering.

While the 8-K doesn't specify the exact use of proceeds, companies typically issue new stock to raise capital. This capital can be used for various purposes, such as funding acquisitions, developing new properties, repaying debt, or for general corporate needs to fuel growth and expansion in the healthcare real estate sector.

An over-allotment option, also known as a 'greenshoe option,' grants the underwriter the right to sell more shares than originally planned if there is strong demand for the stock. In this case, UBS Securities LLC can purchase up to an additional 525,000 shares at the offering price. This option is often used to help stabilize the stock price after the offering.

More details can be found in the exhibits filed with this 8-K report, specifically the Underwriting Agreement (Exhibit 1.1) and the press release dated December 4, 2007 (Exhibit 99.1). The press release was also posted on the Company's website, www.hcreit.com.