SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 18, 2012
Health Care REIT, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|4500 Dorr Street, Toledo, Ohio||43615|
|(Address of principal executive offices)||(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):
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Item 8.01 Other Events.
On September 18, 2012, in connection with the Registration Statement on Form S-3 (File No. 333-181185), effective May 4, 2012, Health Care REIT, Inc. (the Company) entered into an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters (the Underwriters), for an offering of 26,000,000 shares of common stock of the Company. The Underwriters exercised their option to purchase additional shares in full, so the total number of shares to be issued in the offering is 29,900,000. The offering is expected to close on September 24, 2012.
Item 9.01 Financial Statements and Exhibits.
|1.1||Underwriting Agreement, dated as of September 18, 2012, between Health Care REIT, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters|
|5||Opinion of Shumaker, Loop & Kendrick, LLP|
|8||Tax Opinion of Arnold & Porter 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 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|
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.
|HEALTH CARE REIT, INC.|
|By:||/s/ GEORGE L. CHAPMAN|
|George L. Chapman|
Its: Chairman of the Board, Chief Executive
Officer and President
Dated: September 21, 2012