8-KMaterial AgreementsRegulation FDExhibits & Filings

WELLTOWER INC. 8-K Report, Material Agreement (Sep 2, 2008)

Filed September 2, 2008For Securities:WELL

Summary

Health Care REIT, Inc. (HCN), now known as Welltower Inc., filed an 8-K on September 2, 2008, to announce a significant acquisition. The company's wholly-owned subsidiary, HCN Acquiror, Inc., entered into a Purchase and Sale Agreement to acquire a 90% interest in Sunrise Third Senior Holdings, LLC from US Assisted Living Facilities III, Inc. for an aggregate purchase price of $643.5 million. This acquisition involves 29 senior living facilities across 12 states, with the remaining 10% interest to be held by Sunrise Senior Living Investments, Inc. The transaction is subject to due diligence and customary closing conditions, including lender and ground lessor consents, and governmental approvals.

Key Highlights

  • 1HCN Acquiror, Inc., a subsidiary of Health Care REIT, Inc., is acquiring a 90% interest in Sunrise Third Senior Holdings, LLC.
  • 2The acquisition involves 29 senior living facilities located in 12 states.
  • 3The aggregate purchase price for the 90% stake is $643.5 million, subject to adjustments for retained debt and liabilities.
  • 4The seller is US Assisted Living Facilities III, Inc., with Sunrise Senior Living Investments, Inc. retaining a 10% interest.
  • 5Health Care REIT, Inc. has a 45-day period to complete its due diligence investigation, with an option to terminate the agreement if unsatisfied.
  • 6The transaction is contingent on several closing conditions, including regulatory approvals and consents from lenders and ground lessors.
  • 7Sunrise affiliates will continue to operate and manage the acquired communities under new management agreements.

Frequently Asked Questions

This 8-K filing announces Health Care REIT, Inc.'s entry into a material definitive agreement to acquire a significant portfolio of senior living facilities.

The company is acquiring a 90% interest in Sunrise Third Senior Holdings, LLC, which indirectly owns 29 senior living facilities across 12 states. The purchase price is $643.5 million, subject to adjustments for debt and liabilities.

The transaction is subject to Health Care REIT, Inc. completing satisfactory due diligence within 45 days, obtaining necessary lender and ground lessor consents, receiving governmental approvals, and the absence of material adverse changes affecting the facilities or Sunrise.

Yes, Sunrise Senior Living Investments, Inc. will retain a 10% ownership in the acquired entity, and a Sunrise affiliate will operate and manage the communities under management agreements.