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): November 18, 2015

Welltower 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	43615
(Address of principal executive offices)	(Zip Code)

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

Health Care REIT, Inc.

(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:

¨ 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 7.01 Regulation FD Disclosure.

On November 19, 2015, Welltower Inc. (“Welltower”) issued a press release announcing the pricing described in Item 8.01 below. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this Item 7.01 by reference.

The information contained in, or incorporated into, Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 8.01 Other Events.

On November 18, 2015, HCN Canadian Holdings-1 LP (“Holdings”), a wholly-owned subsidiary of Welltower, priced a private offering of C$300 million aggregate principal amount of its 3.35% senior unsecured notes due November 25, 2020 (the “Notes”). The Notes will be senior unsecured obligations of Holdings and will be fully and unconditionally guaranteed by Welltower. The offering of the Notes is expected to close on November 25, 2015, subject to the satisfaction of customary closing conditions.

The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release of Welltower Inc. dated November 19, 2015.

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.

WELLTOWER INC.
By:	/s/ THOMAS J. DEROSA
Name:	Thomas J. DeRosa
Title:	Chief Executive Officer

Dated: November 19, 2015

Exhibit Index

99.1 Press release of Welltower Inc. dated November 19, 2015.

EX-99.1

Exhibit 99.1

F O R    I M M E D I A T E    R E L E A S E

November 19, 2015

For more information contact:

Scott Estes (419) 247-2800

Steve Schroeder (419)247-2800

WELLTOWER™ ANNOUNCES PRICING OF INAUGURAL C$300 MILLION

OF 3.35% SENIOR UNSECURED NOTES DUE 2020

Toledo, Ohio, November 19, 2015… Welltower Inc. (NYSE:HCN) today announced that it has priced C$300 million in aggregate principal amount of 3.35% senior unsecured notes due November 25, 2020. The notes will be issued through a private placement in Canada at 99.740% of their face amount to yield 3.407%. The notes will be issued by the company’s indirect wholly-owned subsidiary, HCN Canadian Holdings - 1, LP, and will be guaranteed fully and unconditionally by Welltower. Subject to customary closing conditions, the offering is expected to close on November 25, 2015.

The company intends to use the net proceeds from this offering for general corporate purposes, including investing in health care and seniors housing properties.

The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

About Welltower

Welltower Inc. (NYSE:HCN), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower™, a real estate investment trust (REIT), owns more than 1,400 properties in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing and post-acute communities and outpatient medical properties. More information is available at www.welltower.com.

Forward-Looking Statements and Risk Factors

This press release may contain “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 that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the company’s actual results to differ materially from the company’s expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to, those factors in the company’s reports filed from time to time with the Securities and Exchange Commission. Completion of the proposed offering is subject to various factors, including, but not limited to, the status of the economy, the status of the capital markets and customary closing conditions. The

company undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.