8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Nov 19, 2012)

Filed November 19, 2012For Securities:WELL

Summary

This Form 8-K filing by Health Care REIT, Inc. (now Welltower Inc.) primarily relates to the company's ongoing equity distribution agreements with several financial institutions. The company is updating its registration statement and filing a new prospectus supplement dated November 19, 2012. This supplement allows for the offering and sale of up to an additional $457,111,877 worth of common stock, representing the remaining unsold shares under previously established agreements that were initially authorized up to $250 million and later amended to $630 million. The core purpose of this filing is to provide essential legal opinions from counsel regarding the legality and tax implications of the shares covered by this new prospectus supplement.

Key Highlights

  • 1Health Care REIT, Inc. is filing a new prospectus supplement dated November 19, 2012, related to existing equity distribution agreements.
  • 2The company is authorized to offer and sell up to an additional $457,111,877 of its common stock.
  • 3This offering is under an amended equity distribution framework that was originally set at $250 million and later increased to over $630 million.
  • 4The filing includes legal opinions from Shumaker, Loop & Kendrick, LLP concerning the legality of the shares being offered.
  • 5The filing also includes a tax opinion from Arnold & Porter LLP regarding the Equity Distribution Prospectus Supplement.
  • 6The company is updating its registration statement to facilitate these stock offerings.
  • 7The purpose of the filing is to provide updated legal and tax assurance for the remaining equity to be sold.

Frequently Asked Questions

The main purpose of this filing is to provide investors with updated legal opinions regarding the legality and tax aspects of shares of common stock that Health Care REIT, Inc. intends to offer and sell under its existing equity distribution agreements, as detailed in a new prospectus supplement dated November 19, 2012.

The company can offer and sell up to an additional $457,111,877 worth of its common stock. This amount represents the remaining capacity under previously established distribution agreements that have been amended over time.

The inclusion of legal opinions from Shumaker, Loop & Kendrick, LLP and tax opinions from Arnold & Porter LLP provides investors with assurance that the shares offered under the new prospectus supplement are legally sound and have been reviewed for tax implications, supporting the company's ability to continue its equity distribution program.

Yes, the company has previously sold shares under these equity distribution agreements, which were established in 2010 and amended in 2011. The original aggregate offering price was up to $250 million, later increased to over $630 million. This filing addresses the remaining portion of that authorization.