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)
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Delaware
(State or other jurisdiction
of incorporation)
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1-8923
(Commission
File Number)
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34-1096634
(IRS Employer
Identification No.) |
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One SeaGate, Suite 1500, Toledo, Ohio
(Address of principal executive offices)
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43604
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 |
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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 Sellers 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 Companys 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