8-KAcquisitions & DispositionsExhibits & Filings

WELLTOWER INC. 8-K Report, Acquisition Completed (Apr 7, 2011)

Filed April 7, 2011For Securities:WELL

Summary

Health Care REIT, Inc. (now Welltower Inc.) announced the completion of its significant acquisition of FC-GEN Acquisition Holding, LLC on April 1, 2011, for approximately $2.4 billion. This transaction involves 137 senior housing and care facilities, with an additional three expected to close upon regulatory approval. The acquired properties will operate under a new Master Lease with Genesis Operations LLC, a subsidiary of OpCo, with Health Care REIT holding an option to acquire a 9.9% stake in OpCo. This acquisition significantly expands the company's portfolio in the senior housing and care sector, particularly in the Northeast and Mid-Atlantic regions. The funding for this major transaction was secured through a combination of cash on hand, substantial equity issuances (common and preferred stock), and significant debt financing, including three series of notes with varying maturities and interest rates. Investors should note the inclusion of detailed financial statements and pro forma information for the acquired assets and the combined entity, which will be further detailed in subsequent filings.

Key Highlights

  • 1Completion of the acquisition of FC-GEN Acquisition Holding, LLC for approximately $2.4 billion on April 1, 2011.
  • 2Acquisition includes 137 senior housing and care facilities (134 owned, 3 ground leased) in 11 states, primarily in the Northeast and Mid-Atlantic, operating under the Genesis HealthCare name.
  • 3Three additional facilities are expected to be acquired upon receiving final regulatory approvals.
  • 4A Master Lease has been entered into with Genesis Operations LLC for the operation of the acquired facilities.
  • 5Health Care REIT has an option to acquire a 9.9% ownership interest in OpCo (parent of the tenant) for approximately $47 million.
  • 6The acquisition was funded through a mix of cash, issuance of common stock, preferred stock, and $1.4 billion in debt financing (Notes due 2016, 2022, and 2041).
  • 7Audited consolidated financial statements for FC-GEN Acquisition Holding and unaudited pro forma consolidated financial statements for Health Care REIT are included as exhibits.

Frequently Asked Questions

This Form 8-K filing announces the completion of Health Care REIT's (now Welltower Inc.) significant acquisition of FC-GEN Acquisition Holding, LLC, details the key terms of the transaction, the assets acquired, the financing used, and provides initial financial information regarding the acquisition.

The acquisition was funded through a combination of the company's cash on hand, the net proceeds from the issuance of common stock, the issuance of 6.50% Series I Cumulative Convertible Perpetual Preferred Stock, and $1.4 billion in aggregate principal amount of three different series of Notes.

The company acquired 100% of the equity interests in FC-GEN Acquisition Holding, LLC, which indirectly owns 137 senior housing and care facilities (134 owned, 3 ground leased) and leasehold interests in and an option to purchase seven additional facilities, all operating under the Genesis HealthCare name.

The Master Lease establishes the operational framework for the acquired facilities with Genesis Operations LLC as the tenant. The option to acquire a 9.9% stake in OpCo provides Health Care REIT with a potential further investment and alignment with the operating entity, subject to certain conditions and adjustments.