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): July 26, 2018

Welltower Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-8923	34-1096634
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. 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:

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 26, 2018, Welltower Inc. (the “Company”) completed the previously announced Mergers (as defined below) involving Potomac Acquisition LLC (“Potomac”), a subsidiary of the Company, Quality Care Properties, Inc. (“QCP”) and certain of QCP’s subsidiaries pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 25, 2018, among the Company, Potomac, QCP and certain subsidiaries of QCP. In accordance with the Merger Agreement, the Company acquired all of the outstanding shares of QCP common stock (the “QCP Shares”) in an all-cash merger via a series of transactions in which QCP stockholders received $20.75 in cash for each QCP Share (the “Merger Consideration”).

The transaction occurred through a series of successive mergers of certain of QCP’s subsidiaries with and into Potomac, followed by the merger of QCP with and into Potomac, with Potomac surviving as a wholly owned subsidiary of the Company (the “Mergers”). At the effective time of each of the Merger of QCP with and into Potomac, each issued and outstanding share of QCP common stock converted into the right to receive the Merger Consideration.

The foregoing description of the Merger Agreement and the Merger is not complete and is subject to and entirely qualified by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2018.

The Merger Agreement has been incorporated by reference as an exhibit to this report to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, QCP, or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, and covenants contained in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The Company issued a press release announcing the closing of the Mergers on July 26, 2018, which is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The Company intends to file the financial statements of QCP required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K.

(b) Pro Forma Financial Information.

The Company intends to file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K.

(d) Exhibits.

Exhibit Number	Exhibit Description
2.1	Agreement and Plan of Merger, dated as of April  25, 2018, by and among Welltower Inc., Potomac Acquisition LLC, Quality Care Properties, Inc. and certain of QCP’s subsidiaries (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Welltower Inc. filed on April 26, 2018).
99.1	Press release, dated July 26, 2018.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WELLTOWER INC.
Date: July 27, 2018	By:	/s/ Matthew McQueen
	Name:	Matthew McQueen
	Title:	Senior Vice President—General Counsel & Corporate Secretary

EX-99.1

Exhibit 99.1

WELLTOWER AND PROMEDICA HEALTH SYSTEM COMPLETE

ACQUISITION OF QUALITY CARE PROPERTIES AND

HCR MANORCARE FOR $4.4 BILLION

- First of its kind partnership between Welltower and a health system propels ProMedica into the top 15 largest U.S. nonprofit health systems and scales its presence across full spectrum of care, including wellness, skilled nursing, memory care, assisted living, hospice, home care and health plans

- Welltower investment is immediately accretive with underlying property level EBITDAR coverage of 1.8x and full corporate guarantee⁽¹⁾

- Joint venture underscores Welltower’s commitment to leveraging healthcare infrastructure and best-in-class operators to drive delivery of services for an aging population to new, more cost-effective sites of care

- ProMedica will invest as much as $400M of growth and upgrade capital over the next five years

TOLEDO, Ohio, July 26 2018 — Welltower Inc. (NYSE: WELL), a leading global provider of healthcare infrastructure, and ProMedica, a mission-based, not-for-profit healthcare system focused on improving health and well-being across the care continuum, announced today the successful close of their joint venture acquisition of Quality Care Properties, Inc. (NYSE: QCP) and its principal tenants, HCR ManorCare and Arden Courts, the nation’s second largest provider of post-acute services and long-term care.

“Together with ProMedica, one of the largest and most innovative health systems in the U.S., this acquisition of HCR ManorCare provides us the platform to think differently about where healthcare services are delivered, particularly with respect to the aging of the population,” said Tom DeRosa, Chief Executive Officer of Welltower. “The close of this transformative joint venture further validates our health system strategy through which we leverage high-quality real estate to optimize care delivery at lower cost sites of care while remaining focused on improved outcomes.”

Individuals in their 70s and 80s are the fastest growing segment of the U.S. population, yet the current senior care environment is fragmented, costly and inefficient. Nearly eight million patients are using post-acute care services, presenting a significant opportunity to coordinate those services with healthcare systems to improve quality and reduce the overall cost of care.

“At the heart of this transaction is the need to shift care delivery into new, more cost-effective settings as well as to expand our unique wellness-focused strategy as we scale nationally,” said Randy Oostra, ProMedica president and CEO. “This is our opportunity to redefine the settings of effective care delivery outside of the hospital walls for aging seniors and enhance our service offering to span the entire continuum of care, including home health, post-acute care and residential memory care.”

A presentation with additional background on the strategic opportunity this venture presents will be accessible on the investor section of Welltower’s website.

Forward Looking Statements and Risk Factors

This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When Welltower and ProMedica use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” or similar expressions that do not relate solely to historical matters, they are making forward-looking statements. In particular, these forward-looking statements include, but are not limited to, those relating to the expected performance of Welltower, ProMedica, and HCR ManorCare’s operators/tenants and properties; Welltower, ProMedica, and HCR ManorCare’s expected occupancy rates; and Welltower and ProMedica’s ability to access capital markets or other sources of funds. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause Welltower and ProMedica’s actual results to differ materially from their expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to: unanticipated difficulties and/or expenditures relating to the HCR ManorCare joint venture transaction; the status of the economy; the status of capital markets, including availability and cost of capital; changes in financing terms; competition within the health care and seniors housing industries; negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; operator/tenant or joint venture partner bankruptcies or insolvencies; the cooperation of joint venture partners; and other risks described in Welltower’s reports filed from time to time with the Securities and Exchange Commission. Finally, Welltower and ProMedica undertake 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.

About Welltower

Welltower Inc. (NYSE: WELL), 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 interests in properties concentrated 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.

(1) Pro forma underwriting based on HCR ManorCare provided financial information.

Contacts

Media:

Mary Cunney

212-884-4038

mary.cunney@ogilvy.com

Investor:

Tim McHugh

419-247-2800

tmchugh@welltower.com