UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 1, 2010
Health Care REIT, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8923 | 34-1096634 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 4500 Dorr Street, Toledo, Ohio | 43604 | |
| (Address of principal executive offices) | (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 7.01Regulation FD Disclosure.
On December 6, 2010, Health Care REIT, Inc. (the “Company”) announced it had successfully completed its public offering of 11,500,000 shares of common stock of the Company. The press release is available on the Company’s website (www.hcreit.com) under the heading, Investor Relations. 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 8.01Other Events.
On December 1, 2010, in connection with the Company’s Registration Statement on Form S-3 (File No. 333-159040), effective May 7, 2009, the Company entered into an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and UBS Securities LLC, as representatives of the several underwriters (the “Underwriters”), for an offering of 10,000,000 shares of common stock of the Company, with an option to purchase an additional 1,500,000 shares to cover overallotments. The Underwriters exercised their overallotment in full, so that the total number of shares issued in the offering was 11,500,000.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
| 1.1 | Underwriting Agreement | |
| 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 | |
| 99.1 | Press release dated December 6, 2010 |
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.
| HEALTH CARE REIT, INC. | ||||||
| By: | /s/ GEORGE L. CHAPMAN | |||||
| George L. Chapman | ||||||
| Its: Chairman of the Board, Chief Executive Officer and President | ||||||
Dated: December 7, 2010