8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Sep 25, 2015)

Filed September 25, 2015For Securities:WELL

Summary

On September 25, 2015, Health Care REIT, Inc. (now Welltower Inc.) filed a Form 8-K to report the filing of a prospectus supplement. This supplement pertains to the potential issuance of up to 620,731 shares of the Company's common stock. The issuance is linked to the redemption rights of holders of Class A units in HCN G&L DownREIT LLC. These unit holders may tender their units in exchange for shares of the Company's common stock, which the Company may elect to issue instead of a cash payment. This filing is procedural, providing the necessary registration for potential future share issuances related to these unit redemptions.

Key Highlights

  • 1Health Care REIT, Inc. (now Welltower Inc.) filed a Form 8-K on September 25, 2015.
  • 2The filing announced the creation of a prospectus supplement to an existing shelf registration statement.
  • 3The supplement relates to the potential issuance of up to 620,731 shares of common stock.
  • 4These shares could be issued upon the redemption of Class A units in HCN G&L DownREIT LLC.
  • 5The Company has the discretion to issue stock or cash for these redemptions.
  • 6The filing includes opinions from legal counsel Shumaker, Loop & Kendrick, LLP and Arnold & Porter LLP, along with their consents.

Frequently Asked Questions

The main purpose of this filing is to report that Health Care REIT, Inc. has filed a prospectus supplement with the SEC. This supplement covers the potential issuance of up to 620,731 shares of the company's common stock in connection with the redemption of certain membership units.

The potential beneficiaries are the holders of Class A units representing non-managing membership interests in HCN G&L DownREIT LLC. These unit holders may have the option to redeem their units for shares of Health Care REIT's common stock.

No, this filing does not guarantee the issuance of new shares. It merely registers the possibility. The actual issuance depends on whether the unit holders choose to exercise their redemption rights and whether the Company elects to satisfy its redemption obligation by issuing stock rather than paying cash.

HCN G&L DownREIT LLC is a subsidiary or related entity of Health Care REIT, Inc. The Class A units in this entity are being discussed for potential redemption, with Health Care REIT's common stock being the potential exchange asset.