8-KRegulation FDOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Regulation FD Disclosure (Sep 2, 2009)

Filed September 2, 2009For Securities:WELL

Summary

Health Care REIT, Inc. (now Welltower Inc.) announced on September 1, 2009, the pricing of a public offering of 8,000,000 shares of common stock. This offering was conducted under a Registration Statement on Form S-3 filed earlier in 2009 and was formalized through an Underwriting Agreement with several underwriters, including Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., and UBS Securities LLC. This equity offering represents a significant capital-raising event for the company during a period likely influenced by prevailing market conditions. Investors should note that the press release detailing this offering is furnished and not deemed 'filed' with the SEC, meaning it does not carry the same liability under Section 18 of the Exchange Act. The company has provided detailed documentation, including the Underwriting Agreement and related opinions, as exhibits to this 8-K filing.

Key Highlights

  • 1Company announced pricing of an 8,000,000 share common stock offering on September 1, 2009.
  • 2The offering is being conducted under a previously effective Form S-3 registration statement.
  • 3An Underwriting Agreement was executed with Merrill Lynch, J.P. Morgan, and UBS as lead underwriters.
  • 4This filing includes the Underwriting Agreement as an exhibit.
  • 5Related legal opinions and consents are also included as exhibits to the filing.
  • 6The press release is furnished under Regulation FD and not deemed 'filed' for liability purposes.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose the pricing of an offering of 8,000,000 shares of common stock by Health Care REIT, Inc. (now Welltower Inc.) and to provide related documentation, such as the Underwriting Agreement.

This section indicates that the information provided in the press release regarding the stock offering is being disclosed to the public broadly to avoid selective disclosure. However, it also clarifies that this information is 'furnished,' not 'filed,' meaning it's not subject to the same liabilities as formally filed documents under Section 18 of the Securities Exchange Act of 1934.

The filing of the Underwriting Agreement signifies the formalization of the terms and conditions under which the 8,000,000 shares of common stock will be offered and sold to the public. It details the responsibilities of the company and the underwriters involved in the offering.

Legal opinions, such as those from Shumaker, Loop & Kendrick, LLP and Arnold & Porter LLP, are typically included to provide assurance regarding the legality and validity of the securities being offered and the transaction itself. The consent confirms the use of their opinions in the filing.