8-K

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): August 5, 2015

Health Care REIT, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-8923	34-1096634
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4500 Dorr Street, Toledo, Ohio	43615
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (419) 247-2800

Not Applicable

(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.

As previously reported, on November 12, 2010, Health Care REIT, Inc. (the “Company”) entered into separate equity distribution agreements (collectively, the “Agreements”) with each of UBS Securities LLC, RBS Securities Inc., KeyBanc Capital Markets Inc. and Credit Agricole Securities (USA) Inc. (collectively, the “Previous Managers”) for an offering of shares of the Company’s common stock having an aggregate offering price of up to $250,000,000, and, on September 1, 2011, the Company entered into separate amendments (collectively, the “First Amendments”) to each of the Agreements, pursuant to which the Company increased the aggregate offering price of shares of its common stock that may be offered and sold pursuant to the Agreements, as amended, to $630,015,047.63. Prior sales under the Agreements, as amended, were made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-159040) (the “2009 Registration Statement”), which was set to expire in May 2012.

On May 4, 2012, the Company filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 (File No. 333-181185) (the “2012 Registration Statement”) to replace the 2009 Registration Statement. In connection with the filing of the 2012 Registration Statement, the Company filed a new prospectus supplement, dated November 19, 2012, relating to the offer and sale, pursuant to the Agreements, as amended, of shares of the Company’s common stock having an aggregate offering price of up to $457,111,877, which amount represented the remaining aggregate offering price of shares of the Company’s common stock not yet sold under such Agreements, as amended. The 2012 Registration Statement was set to expire in May 2015.

On May 1, 2015, the Company filed with the Commission a Registration Statement on Form S-3 (File No. 333-203802) (the “New Registration Statement”) to replace the 2012 Registration Statement. In connection with the filing of the New Registration Statement, the Company filed a new prospectus supplement, dated August 5, 2015, relating to the offer and sale, pursuant to the Agreements, as amended, of shares of the Company’s common stock having an aggregate offering price of up to $457,111,877, which amount represents the remaining aggregate offering price of shares of the Company’s common stock not yet sold under such Agreements, as amended (the “Equity Distribution Prospectus Supplement”).

In July 2015, the Company terminated its Agreement, as amended, with RBS Securities Inc. On August 5, 2015, the Company entered into separate amendments (collectively, the “Second Amendments”) to each of its Agreements with each of UBS Securities LLC, KeyBanc Capital Markets Inc. and Credit Agricole Securities (USA) Inc. (collectively, the “Managers”), pursuant to which, among other things, it removed references to RBS Securities, Inc. from each of the Agreements.

Sales of the shares, if any, will be made by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices, in block transactions or as otherwise agreed by the Company and each of the Managers, or by means of any other existing trading market for the Company’s common stock or to or through a market maker other than on an exchange.

The Company is filing this Current Report on Form 8-K, in part, to provide a legal opinion of its counsel, Shumaker, Loop & Kendrick, LLP, regarding the legality of the shares covered by the Equity Distribution Prospectus Supplement, which opinion is attached hereto as Exhibit 5 and is incorporated herein by reference. The Company is also filing this Current Report on Form 8-K to provide a legal opinion of its counsel Arnold & Porter LLP, regarding certain tax matters with respect to the Equity Distribution Prospectus Supplement, which opinion is attached hereto as Exhibit 8 and is incorporated herein by reference.

A form of the Second Amendment is attached hereto as Exhibit 1.3, and is incorporated by reference herein. The foregoing description of the Agreements, as amended, and the transactions contemplated by the Agreements, as amended, does not purport to be complete and is qualified in its entirety by reference to the exhibits filed with this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

  1.1 Form of Equity Distribution Agreement, dated November 12, 2010, entered into by and between the Company and each of the Previous Managers (filed with the Commission as Exhibit 1.1 to the Company’s Form 8-K filed November 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto)

  1.2 Form of Amendment No. 1, dated September 1, 2011, to the Equity Distribution Agreements entered into by and between the Company and each of the Previous Managers (filed with the Commission as Exhibit 1.1 to the Company’s Form 8-K filed September 8, 2011 (File No. 001-08923), and incorporated herein by reference thereto)

  1.3 Form of Amendment No. 2, dated August 5, 2015, entered into by and between the Company and each of the Managers

  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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, 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/ THOMAS J. DEROSA
Name:	Thomas J. DeRosa
Title:	Chief Executive Officer

Dated: August 5, 2015

Exhibit Index

  1.1 Form of Equity Distribution Agreement, dated November 12, 2010, entered into by and between the Company and each of the Previous Managers (filed with the Commission as Exhibit 1.1 to the Company’s Form 8-K filed November 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto)

  1.2 Form of Amendment No. 1, dated September 1, 2011, to the Equity Distribution Agreements entered into by and between the Company and each of the Previous Managers (filed with the Commission as Exhibit 1.1 to the Company’s Form 8-K filed September 8, 2011 (File No. 001-08923), and incorporated herein by reference thereto)

  1.3 Form of Amendment No. 2, dated August 5, 2015, entered into by and between the Company and each of the Managers

  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

EX-1.3

Exhibit 1.3

AMENDMENT NO. 2 TO EQUITY DISTRIBUTION AGREEMENT

August 5, 2015

This Amendment No. 2 to the Equity Distribution Agreement referenced below (this “Amendment”) by Health Care REIT, Inc., a Delaware corporation (the “Company”), and [●] (the “Manager”) is entered into on and as of August 5, 2015.

WHEREAS, the Company and the Manager entered into an Equity Distribution Agreement, dated as of November 12, 2010, as amended by Amendment No. 1 to Equity Distribution Agreement, dated as of September 1, 2011 (the “Agreement”), for the issuance and sale, through or to the Manager, as sales agent and/or principal, of shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”).

WHEREAS, the Company also entered into separate equity distribution agreements (each, an “Alternative Distribution Agreement,” and collectively “Alternative Distribution Agreements”), dated as of November 12, 2010, each as amended by Amendment No. 1 to Equity Distribution Agreement, dated as of September 1, 2011, with each of [●], [●] and [●] (each, an “Alternative Manager,” and collectively, the “Alternative Managers”) for the issuance and sale through or to, as sales agents and/or principals, the Alternative Managers.

WHEREAS, shares of Common Stock may be issued and sold to the respective managers pursuant to the Agreement and the Alternative Distribution Agreements having an aggregate offering price of up to $630,015,047.63.

WHEREAS, the Company has, as of the date of this Amendment, issued and sold Common Stock pursuant to the Agreement and the Alternative Distribution Agreements having an aggregate offering price of $172,903,171.

WHEREAS, the Company and the Manager desire to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows:

Section 1. Amendment to the Agreement. The second sentence of Section 1 of the Agreement is hereby amended such that “RBS Securities Inc.” contained therein is deleted in its entirety.

Section 2. Amendment to the Agreement. Section 6(c)(vii) of the Agreement is hereby deleted in its entirety.

Section 3. Effectiveness. This Amendment shall be effective as of the date hereof for all future offers and sales under the Agreement.

Section 4. Representations and Warranties. The Company represents to the Manager that it has duly authorized, executed and delivered this Amendment.

Section 5. Continuing Effect. Except as expressly amended by this Amendment, the Agreement remains in full force and effect in accordance with its respective terms and is hereby in all respects ratified and confirmed.

Section 6. References to Agreements. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith, shall, from the date hereof, be deemed a reference to the Agreement as amended hereby.

Section 7. Governing Law. This Amendment shall be governed by and construed in accordance with the law governing the Agreement.

Section 8. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which together shall constitute one and the same document.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first written above.

HEALTH CARE REIT, INC.
By:
	Name:	Scott A. Estes
	Title:	Executive Vice President and Chief
		Financial Officer
[●]
By:
	Name:
	Title:

EX-5

Exhibit 5

	1000 Jackson Street	419.241.9000
	Toledo, Ohio 43604-5573	419.241.6894 fax
	www.slk-law.com

August 5, 2015

Health Care REIT, Inc.

4500 Dorr Street

Toledo, Ohio 43615

Re: HEALTH CARE REIT, INC.

$457,111,877 Shares of Common Stock

Ladies and Gentlemen:

We have acted as counsel to Health Care REIT, Inc., a Delaware corporation (the “Company”), in connection with the offering of shares of its common stock, par value $1.00 per share, having an aggregate offering price of $457,111,877 (the “Shares”), pursuant to the prospectus supplement dated August 5, 2015 (the “Prospectus Supplement”) to the prospectus dated May 1, 2015 (the “Prospectus”), included in the Company’s registration statement on Form S-3 (File No. 333-203802) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”).

In connection with this opinion, we have examined and have relied upon copies of: (i) the Second Restated Certificate of Incorporation of the Company, as amended, (ii) the Fourth Amended and Restated By-Laws of the Company (the “By-Laws”), (iii) the Registration Statement and the Prospectus included therein, (iv) the Prospectus Supplement, (v) the resolutions regarding the offering of the Shares adopted by the Board of Directors of the Company on May 4, 2006, July 22, 2008, January 29, 2009, January 28, 2010, May 6, 2010, October 28, 2010, January 27, 2011, May 5, 2011, August 31, 2011, January 26, 2012, May 3, 2012, July 26, 2012, October 25, 2012, February 7, 2013, July 25, 2013, February 7, 2014, July 31, 2014, October 30, 2014, February 6, 2015 and May 7, 2015, by the Executive Committee of the Board of Directors of the Company on September 11, 2012, and by the Pricing Committee of the Board of Directors of the Company on November 5, 2008, May 8, 2009, June 8, 2009, June 9, 2009, August 10, 2009, August 11, 2009, August 12, 2009, August 13, 2009, August 20, 2009, August 21, 2009, August 24, 2009, August 25, 2009, August 12, 2010, August 13, 2010, August 16, 2010, August 17, 2010, August 18, 2010, August 19, 2010, August 23, 2010, August 24, 2010, August 25, 2010, November 12, 2010, September 1, 2011, September 7, 2011, September 8, 2011, September 9, 2011, September 15, 2011, September 16, 2011, December 6, 2011, December 7, 2011 and July 30, 2015, (vi) the separate Equity Distribution Agreements dated November 12, 2010, each as amended by Amendment No. 1 dated September 1, 2011 and Amendment No. 2 dated August 5, 2015, between the Company and each of UBS Securities LLC, KeyBanc Capital Markets Inc. and Credit Agricole Securities (USA) Inc. (the

Health Care REIT, Inc.

August 5, 2015

Page 2

Equity Distribution Agreements, as amended, the “Equity Distribution Agreements”) and (vii) such other documents, records, certificates, statements, and instruments as we have deemed necessary and appropriate to render the opinion herein set forth.

In reaching the opinion set forth below, we have assumed the following:

(a) each party to the Equity Distribution Agreements (other than the Company) is, and has been at all times relevant to this opinion, 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 in connection with the offering and the sale of the Shares 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 in connection with the offering and the sale of the Shares is legally competent to do so;

(d) any documents submitted to us as originals are authentic; the form and content of any documents submitted to us as unexecuted final versions 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 accurate; and

(e) the Shares will not be issued or transferred in violation of the provisions of Article VI of the By-Laws (relating to restrictions on issuance and transfer of stock).

As to questions of fact material to this opinion, we have relied without independent investigation on (i) written representations of each party made in the Equity Distribution Agreements and the other documents and certificates delivered in connection therewith, (ii) certificates and records of public officials, and (iii) certificates and written representations of officers and directors of the Company.

Based upon the foregoing, it is our opinion that the Shares will be, when issued and sold in the manner set forth in the Prospectus Supplement and the accompanying Prospectus, legally and validly issued and fully paid and nonassessable.

The opinion set forth herein is limited to the matters and the transaction expressly addressed herein and no opinion is to be implied or may be inferred beyond the opinion expressly stated herein.

We assume no obligation to update or supplement this opinion to reflect a change in any applicable laws after the date hereof or any fact or circumstance that may come to our attention after the date hereof.

Health Care REIT, Inc.

August 5, 2015

Page 3

The undersigned hereby consents to the filing of this opinion as Exhibit 5 to the Company’s Form 8-K to be filed with the Commission on August 5, 2015. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Shumaker, Loop & Kendrick, LLP

SHUMAKER, LOOP & KENDRICK, LLP

EX-8

Exhibit 8

August 5, 2015

Health Care REIT, Inc.

4500 Dorr Street

Toledo, Ohio 43615

Ladies and Gentlemen:

We have acted as special tax counsel to Health Care REIT, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale of shares of common stock having an aggregate offering price of up to $457,111,877, par value $1.00 per share (the “Common Stock”), pursuant to a prospectus supplement dated August 5, 2015 to the prospectus dated May 1, 2015 (collectively, the “Prospectus”) included in the Company’s Registration Statement on Form S-3 (File No. 333-203802) (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. You have requested our opinion regarding certain U.S. federal income tax matters. This opinion is furnished to you pursuant to Section 6 of each Equity Distribution Agreement dated November 12, 2010, each as amended by Amendment No. 1 dated September 1, 2011 and Amendment No. 2 dated August 5, 2015, between the Company and UBS Securities LLC, KeyBanc Capital Markets Inc., and Credit Agricole Securities (USA) Inc., respectively (each a “Manager,” collectively the “Managers”) (each such agreement, as amended, an “Agreement,” collectively the “Agreements”), in connection with the fulfillment of one of the conditions precedent to the obligations of the Managers to sell, on behalf of the Company, the Common Stock. Certain capitalized terms used herein without definition are as defined in the Agreements and Registration Statement.

In giving this opinion, we have examined and relied upon originals or copies of the following documents:

• the Second Restated Certificate of Incorporation, as amended, of the Company;

• the Fourth Amended and Restated By-Laws of the Company;

• the Company’s Annual Report on Form 10-K for the year ended December 31, 2014;

• the Registration Statement and the Prospectus;

Health Care REIT, Inc.

August 5, 2015

Page 2

• the Company’s 2013 federal income tax return;

• a certificate (each an “Officer’s Certificate”) from each of the Company and certain subsidiaries of the Company that have also elected to be taxed as “real estate investment trusts” for federal income tax purposes (each, other than the Company, a “REIT Subsidiary”), dated on or about the date hereof and executed by a duly appointed officer, setting forth certain factual representations relating to the organization, operations and proposed operations of the Company, the REIT Subsidiaries and their respective subsidiaries; and

• such other documents as we have deemed necessary or appropriate for purposes of this opinion.

In connection with the opinions rendered below, we have assumed with your consent that:

1. Each of the documents referred to above has been duly authorized, executed and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended;

2. During its taxable years ended December 31, 2011 through December 31, 2014, the Company, the REIT Subsidiaries and their respective subsidiaries, have operated, and, in subsequent taxable years, will operate, in a manner that has caused or will make, as the case may be, the factual representations relating to the ownership, operation, future method of operations, and compliance of the Company and the REIT Subsidiaries with the real estate investment trust (“REIT”) provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations (the “Regulations”) thereunder, as in effect as of the date hereof, contained in the Officer’s Certificates, true for such years;

3. Neither the Company nor any REIT Subsidiary will make any amendments to its organizational documents after the date of this opinion that would affect its qualification as a REIT under sections 856-860 of the Code for any taxable year; and

4. No action will be taken by the Company or a REIT Subsidiary after the date hereof that would have the effect of altering the facts upon which the opinions set forth below are based.

Health Care REIT, Inc.

August 5, 2015

Page 3

In our capacity as special tax counsel to the Company, we have made such legal and factual examinations and inquiries as we have deemed necessary or appropriate for purposes of our opinions rendered below. For the purposes of rendering these opinions, we have not made an independent investigation of the facts set forth in any documents delivered to us, including, without limitation, the Officer’s Certificates. We have relied completely upon the Company’s representations that the information presented in such documents accurately reflects all material facts. In the course of our representation of the Company, we have not been made aware of any facts inconsistent with such factual representations. In addition, where such factual representations involve terms defined or used in the Code, the Regulations, published rulings of the Internal Revenue Service or other relevant authority, we have explained such terms to the Company’s representatives and are satisfied that the Company’s representatives understand such terms and are capable of making such factual representations.

Based on the Code, Regulations, documents, assumptions and statements set forth above, the factual representations set forth in the Officer’s Certificates and our review of the discussion in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 under the caption “Taxation”, which discussion is incorporated by reference in the Registration Statement and Prospectus, we are of the opinion that:

(a) the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT pursuant to sections 856 through 860 of the Code for its taxable years ended December 31, 2011 through December 31, 2014;

(b) the Company’s organization and current and proposed method of operations, if continued, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2015 and each taxable year thereafter; and

(c) the discussion contained under the caption “Taxation” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, to the extent it constitutes matters of federal income tax law or legal conclusions relating thereto, is accurate in all material respects and presents fairly and accurately the material aspects of the federal income tax (i) treatment of the Company and (ii) considerations that are likely to be material to a holder of the Common Stock.

Health Care REIT, Inc.

August 5, 2015

Page 4

We will not review on a continuing basis either the Company’s or any REIT Subsidiary’s compliance with the documents or assumptions set forth above, or the factual representations set forth in the Officer’s Certificates. Accordingly, no assurance can be given that the actual results of the Company’s operations for any given taxable year will satisfy the requirements for qualification and taxation as a REIT.

The foregoing opinions are based on current provisions of the Code and the Regulations, published administrative interpretations thereof and published court decisions and assume that none of these will change. No assurance, however, can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT.

The foregoing opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. You must judge for yourselves whether the matters addressed in this opinion letter are sufficient for your purposes. This letter speaks only of this date, and we undertake no obligation to update the opinions expressed herein after the date of this letter. This opinion letter is given for the sole benefit of the Company and the Managers pursuant to Section 6 of the Agreements.

We hereby consent to the filing of this opinion as an exhibit to Form 8-K to be filed with the Securities and Exchange Commission on or about the date hereof. In giving this consent, we do not acknowledge that we are in the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the U.S. Securities and Exchange Commission.

Very truly yours,

/s/ Arnold & Porter LLP

ARNOLD & PORTER LLP