8-KRegulation FDOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Regulation FD Disclosure (Sep 5, 2008)

Filed September 5, 2008For Securities:WELL

Summary

Health Care REIT, Inc. (WELL) announced on September 4, 2008, its intention to offer 7,000,000 shares of common stock. This offering is being made under a previously effective Registration Statement on Form S-3. The company has entered into an underwriting agreement with a syndicate of underwriters, including Deutsche Bank Securities Inc., Banc of America Securities LLC, UBS Securities LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting as representatives. Additionally, the company has granted the underwriters an option to purchase up to an additional 1,050,000 shares of common stock to cover potential over-allotments. This announcement, made via press release, is intended for informational purposes and is furnished, not filed, with the SEC. Investors should note that this is a capital-raising event by the company.

Key Highlights

  • 1Health Care REIT, Inc. (WELL) announced an offering of 7,000,000 shares of common stock.
  • 2An over-allotment option for up to an additional 1,050,000 shares has been granted to underwriters.
  • 3The offering is being conducted under a Registration Statement on Form S-3 filed previously.
  • 4An Underwriting Agreement has been executed with a syndicate of underwriters led by Deutsche Bank Securities Inc., Banc of America Securities LLC, UBS Securities LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
  • 5The press release detailing the offering was issued on September 4, 2008.
  • 6The information provided is furnished under Regulation FD and is not deemed 'filed' for liability purposes.
  • 7The company's CEO, George L. Chapman, signed the filing.

Frequently Asked Questions

The primary purpose of this 8-K filing is to publicly announce Health Care REIT, Inc.'s intention to offer 7,000,000 shares of its common stock to the public and to disclose the execution of the Underwriting Agreement related to this offering.

The company plans to offer 7,000,000 shares of common stock. There is also an option for the underwriters to purchase an additional 1,050,000 shares to cover over-allotments.

When information is furnished, it is made available to the public but is not subject to the same liability provisions under Section 18 of the Securities Exchange Act of 1934 as information that is 'filed'. This means the company is providing the information for transparency but is not embedding it into their formal SEC filings in a way that would trigger liability for its accuracy under that specific section.

The main underwriters, acting as representatives of the several underwriters, are Deutsche Bank Securities Inc., Banc of America Securities LLC, UBS Securities LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated.