8-KMaterial AgreementsRegulation FDExhibits & Filings

WELLTOWER INC. 8-K Report, Agreement Terminated (Oct 31, 2008)

Filed October 31, 2008For Securities:WELL

Summary

WELLTOWER INC. (WELL), through its subsidiary HCN Acquiror, Inc. (HCN Sub), has terminated a Purchase and Sale Agreement to acquire a 90% interest in Sunrise Third Senior Holdings, LLC. This entity indirectly owns 29 senior living facilities across 12 states. The termination occurred on October 30, 2008, prior to the expiration of an extended due diligence period. The initial agreement, dated September 2, 2008, was for an aggregate purchase price of $643.5 million, subject to adjustments for retained or assumed debt. Investors should note that the termination was executed at HCN Sub's sole discretion, as permitted by the agreement. The company has received the return of its initial deposit. The company is also furnishing a press release related to this termination, which is available on its website and attached as an exhibit to this filing. This event does not appear to involve any financial statements or significant new financial disclosures beyond the announcement of the termination itself.

Key Highlights

  • 1WELLTOWER INC. (WELL) terminated a significant acquisition agreement via its subsidiary HCN Sub.
  • 2The terminated agreement involved the acquisition of a 90% interest in Sunrise Third Senior Holdings, LLC, which owns 29 senior living facilities.
  • 3The acquisition was valued at approximately $643.5 million, subject to debt adjustments.
  • 4The termination was exercised by HCN Sub during its due diligence period, indicating a decision to not proceed with the purchase.
  • 5The company has confirmed the return of its initial deposit for the transaction.
  • 6A press release detailing the termination has been issued and furnished to the SEC.

Frequently Asked Questions

WELLTOWER INC., through its subsidiary HCN Sub, terminated the agreement at its sole discretion. This decision was made during the extended due diligence period, suggesting that upon review, the company decided not to proceed with the acquisition.

The primary financial impact appears to be the return of the initial deposit made by HCN Sub. As the termination occurred before closing and during due diligence, it's unlikely there are significant financial penalties. The company has not reported any material financial statements related to this termination in this filing.

The acquisition target was a 90% interest in Sunrise Third Senior Holdings, LLC. This entity indirectly owns 29 senior living facilities located across 12 different states.

Investors can refer to the press release furnished as Exhibit 99.1 to this Current Report (8-K). This press release is also available on WELLTOWER INC.'s website (www.hcreit.com) under the News & Events section.