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) September 2, 2008
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.) |
| |
|
|
|
|
| One SeaGate, Suite 1500, 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 1.01 Entry into a Material Definitive Agreement.
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 a 90% interest in Sunrise Third Senior
Holdings, LLC (“Sunrise Third”) from Seller 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 (which debt is estimated to be $309 million at closing) and any other liabilities
and obligations retained or assumed, directly or indirectly, by Sunrise Third as part of the
closing transactions. Sunrise Third indirectly owns or, upon completion of the transaction, will
own (through leasing arrangements with its wholly-owned subsidiaries) 29 senior living facilities
in 12 states and is and will continue to be 10% owned by Sunrise. Upon completion of the
transaction, a Sunrise affiliate will operate and manage the communities pursuant to a management
agreement for each community and a manager pooling agreement to be executed at closing, forms of
which have been agreed upon.
The Company has 45 days to complete its due diligence investigation of the transaction and the
communities. If the Company is not satisfied with the results of this investigation, it may
terminate the Agreement at any time before the end of this 45-day period. In connection with the
execution of the Agreement, the Company provided an initial deposit to a title company. The
deposit will be returned to the Company if it terminates the Agreement during this 45-day period.
The deposit will be increased and will become non-refundable (subject to limited exceptions) if the
Company does not terminate the Agreement before the end of the 45-day 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 communities 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 following
the completion of its due diligence investigation of the transaction and the communities, 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
Company’s 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 transaction 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 September 2, 2008