8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Sep 8, 2011)

Filed September 8, 2011For Securities:WELL

Summary

Health Care REIT, Inc. (WELL) announced in this Form 8-K filing dated September 8, 2011, that it has amended its equity distribution agreements with several managers, including UBS Securities LLC, RBS Securities Inc., KeyBanc Capital Markets Inc., and Credit Agricole Securities (USA) Inc. The key impact of these amendments is a significant increase in the potential capital to be raised through the offering of common stock. Specifically, the aggregate offering price under these agreements has been raised to allow for the sale of up to an additional $500 million of common stock. This capital can be raised from time to time through the named managers, with shares sold via ordinary brokerage transactions on the NYSE at market prices, block transactions, or other agreed-upon methods. Investors should note this action indicates the company's intention to potentially access significant equity capital markets funding.

Key Highlights

  • 1Health Care REIT, Inc. amended its equity distribution agreements with multiple managers.
  • 2The aggregate offering price under these agreements was increased to $630,015,047.63.
  • 3The company now has the authorization to offer and sell up to an additional $500 million of its common stock.
  • 4Sales will be conducted through the named managers acting as sales agents.
  • 5Shares will be sold on the New York Stock Exchange at market prices, in block transactions, or other agreed-upon methods.
  • 6This action signals the company's intent to access equity capital markets for funding.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce that Health Care REIT, Inc. has amended its existing equity distribution agreements to increase the amount of common stock it can offer and sell.

The amendments allow for the offering and sale of shares of common stock having an aggregate offering price of up to $500 million.

The shares will be sold through any of the designated Managers: UBS Securities LLC, RBS Securities Inc., KeyBanc Capital Markets Inc., and Credit Agricole Securities (USA) Inc., acting as sales agents.

Sales will be made by means of ordinary brokers' transactions on the New York Stock Exchange at market prices, in block transactions, or as otherwise agreed by the Company and each of the Managers, or by means of any other existing trading market for the Company’s common stock or to or through a market maker other than on an exchange.