Delaware | 1-8923 | 34-1096634 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
One SeaGate, Suite 1500, Toledo, Ohio | 43604 | |
(Address of principal executive offices) | (Zip Code) |
Item 8.01 Other Events. | ||||||||
Item 9.01 Financial Statements and Exhibits. | ||||||||
SIGNATURE | ||||||||
EX-1.1 | ||||||||
EX-4.3 | ||||||||
EX-5 | ||||||||
EX-8 | ||||||||
EX-99.1 |
1.1 | Underwriting Agreement, dated as of June 3, 2010, between the Company and Banc of America Securities LLC, Deutsche Bank Securities Inc., Barclays Capital Inc. and Credit Agricole Securities (USA) Inc. | |
4.1 | Indenture, dated as of March 15, 2010, between the Company and the Trustee (filed with the Securities and Exchange Commission as Exhibit 4.1 to the Companys Form 8-K filed March 15, 2010, and incorporated herein by reference thereto). | |
4.2 | Supplemental Indenture No. 2, dated as of April 7, 2010, between the Company and the Trustee (filed with the Securities and Exchange Commission as Exhibit 4.2 to the Companys Form 8-K filed April 7, 2010, and incorporated herein by reference thereto). | |
4.3 | Amendment No. 1 to Supplemental Indenture No. 2, dated as of June 8, 2010, between the Company and the Trustee. | |
5 | Opinion of Shumaker, Loop & Kendrick, LLP. | |
8 | Tax Opinion of Arnold & Porter LLP. | |
23 | 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. | |
99.1 | Press release of Health Care REIT, Inc. dated June 3, 2010. |
HEALTH CARE REIT, INC.
|
||||
By: | /s/ GEORGE L. CHAPMAN | |||
George L. Chapman | ||||
Its: Chairman of the Board,
Chief Executive Officer and President |
||||
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
Very truly yours,
HEALTH CARE REIT, INC. |
||||
By: | /s/ George L. Chapman | |||
Name: | George L. Chapman | |||
Title: |
Chairman, Chief Executive Officer
and President |
25
The foregoing Underwriting Agreement
is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC. BARCLAYS CAPITAL INC. CREDIT AGRICOLE SECURITIES (USA) INC. As Representatives of the Underwriters listed on Schedule I |
||||
By: | BANC OF AMERICA SECURITIES LLC | |||
By: | /s/ Jim Probert | |||
Name: | Jim Probert | |||
Title: | Managing Director | |||
By: | DEUTSCHE BANK SECURITIES INC. | |||
By: | /s/ R. Scott Flieger | |||
Name: | R. Scott Flieger | |||
Title: | Managing Director/Debt Capital Markets | |||
By: | /s/ Peter Klosowicz | |||
Name: | Peter Klosowicz | |||
Title: | Director | |||
By: | BARCLAYS CAPITAL INC. | |||
By: | /s/ Pamela Kendall | |||
Name: | Pamela Kendall | |||
Title: | Director | |||
By: | CREDIT AGRICOLE SECURITIES (USA) INC. | |||
By: | /s/ Jean Francois Deroche | |||
Name: | Jean Francois Deroche | |||
Title: | Executive Vice President |
26
Amount of Notes
Underwriter
to be Purchased
$
41,250,000
$
41,250,000
$
33,750,000
$
33,750,000
$
150,000,000
Filed Pursuant to Rule 433
Relating to the Preliminary Prospectus Supplement
dated June 3, 2010 and
Registration Statement No. 333-159040
Health Care REIT, Inc.
$150,000,000 (upon issuance will
be fungible with outstanding
$300,000,000 of the Notes)
April 15, 2020
6.125%
6.000%
T+261.6 bps
3.500% due May 15, 2020
100-31/3.384%
April 15 and October 15,
commencing October 15, 2010
T+35 bps
100.908%
T+3; June 8, 2010
$1,556,770.83 accrued from and
including April 7, 2010 to and
excluding the settlement date
42217K AS5 / US42217KAS50
Baa2 by Moodys Investors Service,
Inc./BBB- by Standard & Poors
Ratings Services
Banc of America Securities LLC,
Deutsche Bank Securities Inc.,
Barclays Capital Inc., Credit
Agricole Securities (USA) Inc.
*
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
Schedule of Subsidiaries
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
Delaware limited liability company
March 23, 1989
Pennsylvania corporation
November 1, 1993
Delaware corporation
December 27, 1996
Texas limited partnership
December 30, 1996
Nevada corporation
March 27, 1998
Delaware corporation
June 11, 1998
Delaware limited partnership
June 11, 1998
Delaware corporation
September 25, 1998
Delaware corporation
September 25, 1998
Delaware corporation
September 25, 1998
Pennsylvania corporation
September 25, 1998
Delaware limited liability company
December 10, 1999
Delaware corporation
March 17, 2000
Massachusetts trust
March 30, 2000
Delaware corporation
June 15, 2000
Indiana limited liability company
June 16, 2000
Massachusetts trust
September 11, 2000
Wisconsin limited liability company
October 27, 2000
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
Wisconsin limited liability company
October 27, 2000
Maryland limited liability company
July 19, 2001
Massachusetts trust
September 26, 2001
Ohio corporation
October 11, 2001
Ohio corporation
October 11, 2001
Ohio corporation
October 11, 2001
Wisconsin limited liability company
December 11, 2001
North Carolina corporation
January 1, 2002
North Carolina corporation
January 1, 2002
Limited Partnership
North Carolina limited partnership
January 1, 2002
Kentucky limited liability company
January 7, 2002
Wisconsin limited liability company
March 6, 2002
Mississippi corporation
March 28, 2002
Delaware limited liability company
August 21, 2002
Delaware limited liability company
August 21, 2002
Wisconsin limited liability company
October 11, 2002
Wisconsin limited liability company
October 22, 2002
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
Delaware corporation
November 14, 2002
Wisconsin limited liability company
December 6, 2002
Wisconsin limited liability company
January 14, 2003
Delaware limited liability company
June 25, 2003
Massachusetts trust
June 26, 2003
Delaware corporation
July 30, 2003
North Carolina corporation
August 19, 2003
North Carolina corporation
August 19, 2003
North Carolina corporation
August 19, 2003
North Carolina corporation
August 19, 2003
North Carolina limited partnership
August 19, 2003
North Carolina limited partnership
August 19, 2003
North Carolina limited partnership
August 19, 2003
North Carolina limited partnership
August 19, 2003
Delaware limited liability company
August 22, 2003
Delaware limited liability company
August 22, 2003
Delaware limited liability company
August 22, 2003
Delaware limited liability company
August 22, 2003
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
North Carolina corporation
September 10, 2003
North Carolina corporation
September 10, 2003
North Carolina corporation
September 10, 2003
North Carolina corporation
September 10, 2003
North Carolina corporation
September 10, 2003
North Carolina corporation
September 10, 2003
North Carolina corporation
September 10, 2003
North Carolina corporation
September 10, 2003
North Carolina corporation
September 10, 2003
North Carolina corporation
September 10, 2003
North Carolina limited partnership
September 10, 2003
North Carolina limited partnership
September 10, 2003
North Carolina limited partnership
September 10, 2003
North Carolina limited partnership
September 10, 2003
North Carolina limited partnership
September 10, 2003
North Carolina limited partnership
September 10, 2003
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
North Carolina limited partnership
September 10, 2003
North Carolina limited partnership
September 10, 2003
North Carolina limited partnership
September 10, 2003
North Carolina limited partnership
September 10, 2003
Wisconsin limited liability company
November 19, 2003
Delaware limited liability company
September 3, 2004
Delaware limited liability company
September 21, 2004
Delaware limited liability company
September 21, 2004
Massachusetts trust
September 24, 2004
Massachusetts trust
September 24, 2004
Delaware limited liability company
November 12, 2004
Delaware limited liability company
November 23, 2004
Delaware limited liability company
May 24, 2005
Delaware limited liability company
May 24, 2005
Delaware limited liability company
November 10, 2005
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
Delaware limited liability company
December 7, 2005
Delaware limited liability company
December 7, 2005
Delaware limited liability company
December 7, 2005
Delaware limited liability company
December 7, 2005
Delaware limited liability company
December 7, 2005
Delaware limited liability company
December 15, 2005
Delaware limited liability company
December 15, 2005
Delaware limited liability company
December 15, 2005
Delaware limited liability company
December 15, 2005
Delaware limited liability company
December 15, 2005
Delaware limited liability company
December 16, 2005
Delaware limited liability company
December 19, 2005
Delaware limited liability company
December 19, 2005
Delaware limited liability company
December 19, 2005
Delaware limited liability company
December 19, 2005
Delaware limited liability company
March 20, 2006
Delaware limited liability company
March 20, 2006
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
Delaware limited liability company
March 20, 2006
Delaware corporation
March 24, 2006
Delaware limited liability company
May 10, 2006
Delaware corporation
June 26, 2006
Delaware limited liability company
September 12, 2006
Delaware limited liability company
September 12, 2006
Delaware limited liability company
December 14, 2006
Delaware limited liability company
December 21, 2006
Delaware corporation
December 28, 2006
Delaware limited liability company
May 23, 2007
Delaware limited liability company
May 23, 2007
Delaware limited liability company
June 13, 2007
Delaware limited liability company
June 19, 2007
Delaware limited liability company
June 28, 2007
Delaware limited liability company
June 28, 2007
Delaware limited liability company
June 28, 2007
Delaware limited liability company
June 28, 2007
Delaware limited liability company
July 23, 2007
Delaware limited liability company
July 27, 2007
Delaware limited liability company
October 30, 2007
Delaware limited liability company
December 17, 2007
Delaware limited liability company
January 23, 2008
Delaware limited liability company
January 28, 2008
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
Delaware limited liability company
January 29, 2008
Delaware limited liability company
April 29, 2008
Delaware limited liability company
June 19, 2008
Delaware limited liability company
June 19, 2008
Delaware limited liability company
June 23, 2008
Delaware limited liability company
July 9, 2008
Delaware limited liability company
July 15, 2008
Delaware limited liability company
August 18, 2008
Delaware limited liability company
February 9, 2009
Delaware limited liability company
February 13, 2009
Delaware limited liability company
February 13, 2009
Wisconsin limited liability company
March 12, 2009
Delaware limited liability company
March 13, 2009
Delaware limited liability company
March 13, 2009
Delaware limited liability company
March 13, 2009
Delaware limited liability company
March 13, 2009
Delaware limited liability company
March 13, 2009
Delaware limited liability company
March 13, 2009
Delaware limited liability company
March 13, 2009
Delaware limited liability company
March 13, 2009
Delaware limited liability company
March 13, 2009
Delaware limited liability company
March 13, 2009
Delaware limited liability company
March 13, 2009
Delaware limited liability company
March 13, 2009
Delaware limited liability company
March 13, 2009
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
Delaware limited liability company
June 17, 2009
Delaware limited liability company
June 17, 2009
Delaware limited liability company
June 17, 2009
Delaware limited liability company
June 17, 2009
Delaware limited liability company
June 17, 2009
Delaware limited liability company
June 17, 2009
Delaware limited liability company
June 17, 2009
Delaware limited liability company
June 17, 2009
Delaware limited liability company
June 17, 2009
Delaware limited liability company
June 17, 2009
Delaware limited liability company
June 25, 2009
Delaware limited liability company
July 9, 2009
Delaware limited liability company
July 9, 2009
Delaware limited liability company
July 9, 2009
Delaware limited liability company
July 9, 2009
Delaware limited liability company
July 9, 2009
Delaware limited liability company
July 9, 2009
Delaware limited liability company
July 9, 2009
Delaware limited liability company
July 9, 2009
Delaware limited liability company
July 9, 2009
Delaware limited liability company
July 9, 2009
Delaware limited liability company
July 9, 2009
Delaware limited liability company
July 9, 2009
Delaware limited liability company
August 6, 2009
Delaware limited liability company
August 6, 2009
Delaware limited liability company
August 6, 2009
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
Delaware limited liability company
August 6, 2009
Delaware limited liability company
August 6, 2009
Delaware limited liability company
August 6, 2009
Delaware limited liability company
August 6, 2009
Delaware limited liability company
August 6, 2009
Delaware limited liability company
August 6, 2009
Delaware limited liability company
August 6, 2009
Delaware limited liability company
August 6, 2009
Delaware limited liability company
August 6, 2009
Delaware limited liability company
August 6, 2009
Delaware limited liability company
October 1, 2009
Delaware limited liability company
November 5, 2009
Delaware limited liability company
November 23, 2009
Delaware limited liability company
December 14, 2009
Delaware limited liability company
December 29, 2009
Delaware limited liability company
January 25, 2010
Delaware limited liability company
March 16, 2010
Delaware limited liability company
April 13, 2010
Indiana corporation
December 22, 1989
Florida limited partnership
June 18, 1991
Florida limited partnership
June 21, 1993
Florida limited partnership
June 29, 1998
Partnership
Florida limited partnership
July 24, 1998
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
Florida limited partnership
December 17, 1999
Florida limited partnership
December 17, 1999
Florida limited partnership
December 17, 1999
Florida limited partnership
December 17, 1999
Florida limited partnership
December 17, 1999
Florida limited partnership
December 17, 1999
Florida limited partnership
December 20, 1999
Florida limited partnership
December 20, 1999
Florida limited partnership
December 20, 1999
Florida limited partnership
December 20, 1999
Tennessee limited liability company
June 2, 2000
Indiana limited liability company
May 24, 2001
Virginia limited partnership
May 23, 2002
Virginia limited liability company
January 16, 2003
Virginia limited partnership
January 16, 2003
Virginia limited liability company
February 28, 2003
Virginia limited liability company
February 28, 2003
Virginia limited liability company
February 28, 2003
Virginia limited liability company
February 28, 2003
Virginia limited partnership
February 28, 2003
Virginia limited liability company
February 28, 2003
Virginia limited partnership
February 28, 2003
Virginia limited liability company
February 28, 2003
Virginia limited partnership
February 28, 2003
Tennessee limited liability company
March 4, 2003
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
Virginia limited liability company
March 13, 2003
Delaware limited liability company
April 23, 2003
Virginia limited liability company
May 7, 2003
Georgia corporation
May 12, 2003
Virginia limited liability company
September 1, 2003
Virginia limited liability company
September 1, 2003
Florida limited liability company
September 12, 2003
Florida limited liability company
September 12, 2003
Delaware limited liability company
September 19, 2003
Virginia limited liability company
September 25, 2003
Virginia limited liability company
October 15, 2003
Virginia limited liability company
November 6, 2003
Virginia limited liability company
November 6, 2003
Virginia limited partnership
November 6, 2003
Virginia limited liability company
November 6, 2003
Virginia limited liability company
December 2, 2003
Virginia limited partnership
March 10, 2004
Virginia limited liability company
March 16, 2004
Virginia limited liability company
April 23, 2004
Virginia limited liability company
April 23, 2004
Virginia limited liability company
May 17, 2004
Virginia limited liability company
May 17, 2004
Virginia limited liability company
May 18, 2004
Virginia limited partnership
May 18, 2004
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
Delaware limited liability company
June 21, 2004
Florida limited liability limited
partnership
August 11, 2004
Delaware limited liability company
October 19, 2004
Virginia limited liability company
October 20, 2004
Virginia limited liability company
April 7, 2005
Virginia limited liability company
April 7, 2005
Virginia limited liability company
April 7, 2005
Virginia limited liability company
April 19, 2005
Virginia limited liability company
April 19, 2005
Florida limited liability company
April 26, 2005
Florida limited liability company
April 26, 2005
Virginia limited liability company
May 19, 2005
Tennessee limited liability company
July 5, 2005
Delaware limited liability company
August 2, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited liability company
September 21, 2005
Delaware limited partnership
September 26, 2006
Delaware limited partnership
September 26, 2005
Delaware limited partnership
September 26, 2005
Delaware limited liability company
March 1, 2006
Delaware limited partnership
March 1, 2006
Delaware limited partnership
March 1, 2006
Delaware limited liability company
April 4, 2006
Delaware limited liability company
April 4, 2006
Delaware limited liability company
April 4, 2006
Delaware limited liability company
April 4, 2006
Delaware limited liability company
April 4, 2006
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
Delaware limited liability company
June 9, 2006
Delaware limited liability company
June 9, 2006
Delaware limited liability company
June 9, 2006
Delaware limited liability company
June 9, 2006
Virginia limited partnership
October 20, 2006
Virginia limited partnership
October 20, 2006
Delaware limited liability company
November 13, 2006
Delaware limited liability company
November 13, 2006
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9,2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
January 9, 2007
Delaware limited liability company
March 6, 2007
Delaware limited liability company
March 6, 2007
Delaware limited liability company
March 6, 2007
Delaware limited liability company
March 6, 2007
Delaware limited liability company
March 6, 2007
Delaware limited liability company
March 6, 2007
Delaware limited liability company
April 24, 2007
Delaware limited liability company
April 24, 2007
Delaware limited liability company
April 24, 2007
Delaware limited liability company
April 24, 2007
State of Organization and Type of
Name of Subsidiary
Entity
Date of Organization
Delaware limited liability company
April 24, 2007
Delaware limited liability company
April 24, 2007
Delaware limited liability company
April 24, 2007
Delaware limited liability company
June 19, 2007
Delaware limited liability company
August 23, 2007
Delaware limited liability company
August 23, 2007
Delaware limited liability company
September 10, 2007
Delaware limited liability company
September 10, 2007
Delaware limited liability company
September 28, 2007
Delaware limited liability company
September 28, 2007
Wisconsin limited liability company
November 6, 2007
Delaware limited liability company
November 21, 2007
Delaware limited liability company
November 21, 2007
Properties, LLC
Delaware limited liability company
December 13, 2007
Management, LLC
Delaware limited liability company
December 13, 2007
2
3
HEALTH CARE REIT, INC.
|
||||
By: | /s/ George L. Chapman | |||
Name: | GEORGE L. CHAPMAN | |||
Title: |
Chairman of the Board, Chief Executive
Officer and President |
|||
THE BANK OF NEW YORK TRUST COMPANY,
N. A., as Trustee |
||||
By: | /s/ Christian J. Pastura | |||
Name: | Christian J. Pastura | |||
Title: | Senior Associate | |||
4
|
1000 Jackson Street | 419.241.9000 | ||
Toledo, Ohio 43604-5573 | 419.241.6894 fax | |||
www.slk-law.com |
Re: |
HEALTH CARE REIT, INC.
6.125% Notes due 2020 |
(a) | each party to the Underwriting Agreement, the Indenture and the Supplemental Indenture (other than the Company) is, and has been at all times relevant to these opinions, duly formed or organized, validly existing and in good standing under the laws of the jurisdiction in which each is formed or organized; | ||
(b) | each person executing any instrument, document or agreement on behalf of any party (other than the Company) is duly authorized to do so; | ||
(c) | each natural person executing any instrument, document or agreement is legally competent to do so; and | ||
(d) | any documents submitted to us as originals are authentic; the form and content of any documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents as executed and delivered; any documents submitted to us as certified or photostatic copies conform to the original documents; all signatures on all documents are genuine; and all public records reviewed or relied upon by us or on our behalf are true and complete. |
Very truly yours,
|
||||
/s/ Shumaker, Loop & Kendrick, LLP | ||||
SHUMAKER, LOOP & KENDRICK, LLP |
||||
| the Second Restated Certificate of Incorporation, as amended, of the Company; | ||
| the Second Amended and Restated By-Laws of the Company; | ||
| the Companys Annual Report on Form 10-K for the year ended December 31, 2009; |
| the Registration Statement, the General Disclosure Package and the Prospectus; | ||
| the Companys 2008 federal income tax return; and | ||
| such other documents as we have deemed necessary or appropriate for purposes of this opinion. |
Very truly yours,
|
||||
/s/ Arnold & Porter LLP | ||||
Arnold & Porter llp |
||||
|
June 3, 2010 | |
|
For more information contact: | |
|
Scott Estes (419) 247-2800 | |
|
Mike Crabtree (419) 247-2800 |