8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Sep 16, 2014)

Filed September 16, 2014For Securities:WELL

Summary

Health Care REIT, Inc. (now Welltower Inc.) filed an 8-K on September 16, 2014, to report on an equity offering. The company entered into an underwriting agreement on September 12, 2014, for the sale of its common stock. Initially planned for 15,500,000 shares, the offering was increased to 17,825,000 shares due to the underwriters exercising their option to purchase additional shares in full. This offering, conducted under a previously effective Form S-3 registration statement, was expected to close on September 17, 2014, pending standard closing conditions. The filing also includes various exhibits such as the underwriting agreement and legal opinions, signaling the completion of a significant capital raise for the company.

Key Highlights

  • 1Health Care REIT, Inc. announced an equity offering of 17,825,000 shares of common stock.
  • 2The offering was finalized following the underwriters' full exercise of their option to purchase additional shares.
  • 3An Underwriting Agreement was executed on September 12, 2014, with Goldman, Sachs & Co. and RBC Capital Markets, LLC acting as representatives.
  • 4The offering was made under a previously effective Form S-3 registration statement (File No. 333-181185).
  • 5The offering was scheduled to close on September 17, 2014, subject to customary closing conditions.
  • 6The filing includes supporting legal opinions and consents from Shumaker, Loop & Kendrick, LLP and Arnold & Porter LLP.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report on an equity offering undertaken by Health Care REIT, Inc. It details the underwriting agreement, the number of shares offered, and the expected closing date, providing transparency to investors about the company's capital-raising activities.

The initial offering was for 15,500,000 shares of common stock. However, the underwriters exercised their option to purchase additional shares in full, increasing the total number of shares issued in the offering to 17,825,000.

The lead underwriters for this offering were Goldman, Sachs & Co. and RBC Capital Markets, LLC, acting as representatives for the several underwriters.

The offering was expected to close on September 17, 2014, provided that customary closing conditions were met.