8-K/AExhibits & Filings

WELLTOWER INC. 8-K/A Report, Exhibit Filing (Mar 25, 2013)

Filed March 25, 2013For Securities:WELL

Summary

Health Care REIT, Inc. (now WELL Health & Senior Living) filed an amendment (8-K/A) on March 25, 2013, to its original Current Report on Form 8-K filed January 11, 2013. This amendment's primary purpose is to provide the necessary financial statements and exhibits related to the previously announced acquisition of the real estate business of Sunrise Senior Living, Inc. Investors should note that this filing does not introduce new material events but rather supplements the original report with detailed financial information pertaining to the acquired business and pro forma financial statements reflecting the impact of the acquisition on Health Care REIT's consolidated financial position.

Key Highlights

  • 1Amendment to a previous 8-K filing concerning the acquisition of Sunrise Senior Living's real estate business.
  • 2The filing provides required financial statements for the acquired business (Sunrise Senior Living, Inc. and its subsidiaries).
  • 3Includes unaudited pro forma condensed consolidated financial statements of Health Care REIT, Inc. as of and for the year ended December 31, 2012, reflecting the acquisition.
  • 4Details provided cover consolidated financial statements for Sunrise Senior Living, Inc. for the years ended December 31, 2012, 2011, and 2010, as well as interim periods.
  • 5Various combined financial statements for specific UK-based Sunrise operations and other Sunrise entities are included.
  • 6Consents from Ernst & Young LLP are filed as exhibits, indicating their involvement in the financial reporting for the transaction.
  • 7The filing is intended to ensure compliance with SEC reporting requirements for significant acquisitions.

Frequently Asked Questions

This 8-K/A filing serves as an amendment to a previously filed 8-K. Its main purpose is to provide the required financial statements of the acquired business (Sunrise Senior Living's real estate operations) and pro forma financial information related to the acquisition, which were not included in the original filing.

The filing includes detailed consolidated financial statements for Sunrise Senior Living, Inc. for multiple years and interim periods, as well as combined financial statements for various Sunrise entities, particularly those operating in the UK. Additionally, unaudited pro forma condensed consolidated financial statements for Health Care REIT, Inc. reflecting the acquisition's impact are provided.

No, this filing does not announce new developments or changes to the acquisition agreement. It is purely a supplemental filing to provide necessary financial disclosures as required by the SEC, following up on the original report about the acquisition.

Health Care REIT, Inc. (the registrant, now known as WELL Health & Senior Living) is the acquiring entity. The filing pertains to their acquisition of the real estate business of Sunrise Senior Living, Inc. This means Health Care REIT purchased the properties and related real estate assets from Sunrise Senior Living.