Summary
This 8-K filing by Health Care REIT, Inc. (now Welltower Inc.) on November 30, 2012, primarily announces the execution of an Underwriting Agreement for a significant debt offering. The company is issuing an aggregate of $1.2 billion in senior unsecured notes across three tranches with varying interest rates and maturity dates: $450 million of 2.250% notes due 2018, $500 million of 3.750% notes due 2023, and $250 million of 5.125% notes due 2043. This substantial capital raise is being conducted under an effective Form S-3 registration statement filed earlier in the year. The offering is expected to close on December 6, 2012. Investors should note the interest rate risk associated with the different tranches, with longer-dated notes carrying higher coupon rates. The inclusion of legal and tax opinions as exhibits suggests a routine but important financing event for the company.
Key Highlights
- 1Health Care REIT, Inc. entered into an Underwriting Agreement on November 27, 2012, for a substantial debt offering.
- 2The company is issuing $1.2 billion in aggregate principal amount of senior unsecured notes.
- 3The offering includes three tranches: $450 million of 2.250% notes due 2018, $500 million of 3.750% notes due 2023, and $250 million of 5.125% notes due 2043.
- 4The offering is being made under a previously effective Form S-3 registration statement.
- 5The offering is expected to close on December 6, 2012.
- 6The underwriters include prominent firms such as Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and UBS Securities LLC.
- 7The filing includes legal and tax opinions from Shumaker, Loop & Kendrick, LLP and Arnold & Porter LLP, respectively.