8-K/AExhibits & Filings

WELLTOWER INC. 8-K/A Report, Exhibit Filing (Jun 15, 2011)

Filed June 15, 2011For Securities:WELL

Summary

This filing is an Amendment No. 1 to a previously filed Current Report on Form 8-K by Health Care REIT, Inc. (now Welltower Inc.), dated April 7, 2011. The primary purpose of this amendment, filed on June 15, 2011, is to provide crucial unaudited financial statements related to a significant acquisition previously disclosed. Investors should note that this filing supplements the original report by including unaudited pro forma condensed consolidated financial statements of Health Care REIT, Inc. as of and for the three months ended March 31, 2011, reflecting the impact of the acquisition. Additionally, it provides the unaudited condensed consolidated financial statements of FC-GEN Acquisition Holding, LLC (the acquired entity) as of March 31, 2011, and December 31, 2010, and for the three months ended March 31, 2011, and 2010. These financial statements are essential for investors to understand the financial position and performance of both the acquiring entity (Health Care REIT, Inc.) on a pro forma basis, and the acquired entity (FC-GEN Acquisition Holding, LLC) before and during the acquisition period. The pro forma statements allow for a clearer view of the combined entity's financial health and potential synergies post-acquisition, while the historical financials of FC-GEN provide context. Investors should review these exhibits to assess the accretion or dilution resulting from this transaction on Health Care REIT, Inc.'s overall financial profile.

Key Highlights

  • 1Amendment No. 1 to Form 8-K filed by Health Care REIT, Inc. (now Welltower Inc.) on June 15, 2011.
  • 2Purpose of the amendment is to provide required unaudited financial statements related to a previously disclosed acquisition.
  • 3Includes unaudited pro forma condensed consolidated financial statements of Health Care REIT, Inc. for the period ending March 31, 2011.
  • 4Provides unaudited condensed consolidated financial statements for the acquired entity, FC-GEN Acquisition Holding, LLC, for periods ending March 31, 2011, December 31, 2010, and for the three months ended March 31, 2011, and 2010.
  • 5These financial statements are crucial for investors to understand the post-acquisition financial picture.
  • 6The exhibits (99.3 and 99.4) contain the detailed financial data for the pro forma and acquired entities.

Frequently Asked Questions

This filing is an amendment to a previous 8-K report. Its main purpose is to provide the necessary unaudited pro forma financial statements of Health Care REIT, Inc. (the acquirer) and the unaudited historical financial statements of FC-GEN Acquisition Holding, LLC (the acquired entity) related to a significant acquisition.

The amendment provides two key sets of financial statements: (1) Unaudited pro forma condensed consolidated financial statements for Health Care REIT, Inc. as of and for the three months ended March 31, 2011, reflecting the impact of the acquisition. (2) Unaudited condensed consolidated financial statements for FC-GEN Acquisition Holding, LLC for periods ending March 31, 2011, December 31, 2010, and for the three months ended March 31, 2011, and 2010.

Pro forma financial statements present how the company's financial statements might have looked if a specific event, like an acquisition, had occurred at an earlier date. For investors, this helps in understanding the potential financial impact, synergies, and the combined company's financial performance and position as if the acquisition had already been completed for the stated period.

The detailed financial statements are provided as exhibits to this Form 8-K/A filing. Specifically, Exhibit 99.3 contains Health Care REIT, Inc.'s Unaudited Pro Forma Condensed Consolidated Financial Statements, and Exhibit 99.4 contains FC-GEN Acquisition Holding, LLC's Unaudited Condensed Consolidated Financial Statements.