Welltower Inc. (NYSE:HCN) Files An 8-K Other Events
Item8.01
| Other Events. |
On February 23, 2017, in connection with its Registration
Statement on Form S-3 (File No.333-203802), effective May1, 2015,
Welltower Inc. (the Company) entered into separate equity
distribution agreements (collectively, the Agreements) with each
of Morgan Stanley Co. LLC, Merrill Lynch, Pierce, Fenner Smith
Incorporated, Goldman, Sachs Co., UBS Securities LLC and Wells
Fargo Securities, LLC (collectively, the Managers) for an
offering of shares of common stock of the Company having an
aggregate offering price of up to $1,000,000,000. Under the terms
of the Agreements, the Company may offer and sell shares of its
common stock having an aggregate offering price of up to
$1,000,000,000 available under the Agreements, from time to time,
through any of the Managers as sales agents.
Sales of the shares, if any, will be made by any method permitted
by law, including by means of ordinary brokers transactions on
the New York Stock Exchange at market prices, in block
transactions or as otherwise agreed by the Company and each of
the Managers, or by means of any other existing trading market
for the Companys common stock or to or through a market maker
other than on an exchange.
A form of the Agreements is filed herewith as Exhibit 1.1, and is
incorporated by reference herein. The foregoing description of
certain terms of the Agreements and the transactions contemplated
by the Agreements does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 1.1 |
Form of Equity Distribution Agreement, dated February 23, 2017, entered into by and between Welltower Inc. and each of Morgan Stanley Co. LLC, Merrill Lynch, Pierce, Fenner Smith Incorporated, Goldman, Sachs Co., UBS Securities LLC and Wells Fargo Securities, LLC |
|
| Opinion of Shumaker, Loop Kendrick, LLP | ||
| Tax Opinion of Arnold Porter Kaye Scholer LLP | ||
| 23.1 |
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 |
|
| 23.2 |
Consent of Arnold Porter Kaye Scholer 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 |
About Welltower Inc. (NYSE:HCN)
Welltower Inc., formerly Health Care REIT, Inc., is a provider of healthcare infrastructure. The Company operates through three segments: triple-net, which includes independent living facilities, independent supportive living facilities (Canada), continuing care retirement communities, assisted living facilities, care homes with and without nursing (United Kingdom), Alzheimer’s/dementia care facilities, long-term/post-acute care facilities and hospitals; seniors housing operating, which includes a range of facility types, including independent living facilities and independent supportive living facilities, assisted living facilities, care homes and Alzheimer’s/dementia care facilities, and outpatient medical, which includes outpatient medical buildings. It invests in seniors housing operators, post-acute providers and health systems to fund real estate and infrastructure. Welltower, a real estate investment trust, owns properties in the United States, Canada and the United Kingdom. Welltower Inc. (NYSE:HCN) Recent Trading Information
Welltower Inc. (NYSE:HCN) closed its last trading session up +1.15 at 68.85 with 1,773,338 shares trading hands.
