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) October 15, 2008

Health Care REIT, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		1-8923 (Commission File Number)		34-1096634 (IRS Employer Identification No.)

One SeaGate, Suite 1500, Toledo, Ohio (Address of principal executive offices)		43604 (Zip Code)

Registrant’s 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))

 

 

Item 1.01		Entry into a Material Definitive Agreement.

Amendment to Purchase and Sale Agreement

On September 2, 2008, HCN Acquiror, Inc. (“HCN Sub”), a Delaware corporation and a wholly-owned subsidiary of Health Care REIT, Inc., a Delaware corporation (the “Company”), entered into a Purchase and Sale Agreement (the “Agreement”) with US Assisted Living Facilities III, Inc., a Delaware corporation (“Seller”), and Sunrise Senior Living Investments, Inc., a Virginia corporation, a wholly-owned subsidiary of Sunrise Senior Living, Inc., a Delaware corporation (“Sunrise”). Pursuant to the Agreement, at closing HCN Sub will acquire Seller’s 90% interest in Sunrise Third Senior Holdings, LLC, a Delaware limited liability company (“Sunrise Third”), which indirectly owns 29 senior living facilities in 12 states, for an aggregate purchase price of $643.5 million. The purchase price will be offset by 90% of the debt to be retained or assumed, directly or indirectly, by Sunrise Third as part of the transactions under the Agreement.

HCN Sub initially had 45 days to complete its due diligence investigation of the transaction and the facilities. On October 15, 2008, the parties entered into an amendment to the Agreement to extend the due diligence period until October 31, 2008. HCN Sub may terminate the Agreement at any time before the end of the due diligence period. In connection with the execution of the Agreement, HCN Sub provided an initial deposit to an escrow agent. The deposit will be returned to HCN Sub if it terminates the Agreement during the due diligence period. The deposit will be increased and will become non-refundable (subject to limited exceptions) if HCN Sub does not terminate the Agreement before the end of the due diligence period.

In addition to the termination rights described above, the transaction is subject to various closing conditions, including, among other things, the obtainment of certain lender and ground lessor consents, the receipt of applicable healthcare licenses and governmental approvals, and the absence of material adverse changes affecting the facilities or Sunrise Third and certain material adverse changes affecting Sunrise or its facility manager affiliate.

Private Securities Litigation Reform Act of 1995

This document contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions, it is making forward-looking statements. Forward-looking statements reflect current plans and expectations and are based on information currently available. They are not guarantees of future performance and involve risks and uncertainties, including the approval of the transaction by the Company and HCN Sub following the completion of its due diligence investigation of the transaction and the facilities, the satisfaction of the closing conditions to the transaction described above, the parties’ performance of their obligations under the Agreement and other risks and uncertainties identified in the Company’s other reports filed from time to time with the Securities and Exchange Commission. The Company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.

Item 7.01 Regulation FD Disclosure.

The press release announcing the amendment to the Agreement is posted on the Internet (www.hcreit.com) under the heading News & Events. A copy of the press release has been furnished as Exhibit 99.1 to this Current Report.

All information in the press release is furnished and shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise be subject to the liability of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporated it by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press release dated October 16, 2008

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.

Dated: October 16, 2008