UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 21, 2010
Health Care REIT, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-8923
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34-1096634 |
(State or other jurisdiction
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
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4500 Dorr Street
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43615 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (419) 247-2800
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01 Other Events.
On September 21, 2010, in connection with the Registration Statement on Form S-3 (File No.
333-159040), effective May 7, 2009, Health Care REIT, Inc. (the Company) entered into an
Underwriting Agreement with Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters (the
Underwriters), for an offering of 8,000,000 shares of common stock of the Company. The
Underwriters exercised their overallotment option in full, so the total number of shares to be
issued in the offering will be 9,200,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 |
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Underwriting Agreement, dated as of September 21, 2010, between the Company and Deutsche Bank
Securities Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representatives of the several underwriters |
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5 |
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Opinion of Shumaker, Loop & Kendrick, LLP |
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8 |
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Tax Opinion of Arnold & Porter LLP |
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23.1 |
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Consent of Shumaker, Loop & Kendrick LLP to the use of their opinion as an exhibit to this
Form 8-K is included in their opinion filed herewith as Exhibit 5 |
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23.2 |
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Consent of Arnold & Porter LLP to the use of their opinion as an exhibit to this Form 8-K is
included in their opinion filed herewith as Exhibit 8 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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HEALTH CARE REIT, INC.
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By: |
/s/ GEORGE L. CHAPMAN
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George L. Chapman |
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Its: |
Chairman of the Board
and Chief Executive Officer |
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Dated:
September 24, 2010