SEC Comment Letter for WELLTOWER INC. (WELL) (CIK 0000766704) (WELL) — Jun 21, 2012
WELLTOWER INC. (WELL) (CIK 0000766704)
Date: June 21, 2012 · CIK: 0000766704 · Accession: 0000000000-12-032579
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-3628 DIVISION OF CORPORATION FINANCE June 21, 2012 Via E-Mail Mary Ellen Pisanelli, Esq. Shumaker, Loop & Kendrick, LLP 1000 Jackson Street Toledo, OH 43604
Re: Health Care REIT, Inc. Schedule TO-I filed June 14, 2012 File No. 005-43380
Dear Ms. Pisanelli:
We have limited our review of the filing to those issues we have addressed in our comment. In our comment, we may ask you to provide us wi th information so we may better understand your disclosure. Please respond to this letter by amen ding your filing, by providing the requested information, or by advi sing us when you will pr ovide the requested resp onse. If you do not believe our comment applies to your fact s and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your f iling and the information you provide in response to the comment, we may have additional comments. Offer to Purchase
Redemption
1. We note the disclosure states that the issuer will redeem all outstanding Notes on July 17, 2012, which is only the seco nd business day after July 13, 2012, the expiration date of the put opti on tender offer. Please revi se or advise us as to how you are complying with Rule 13e-4(f)(6). We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exch ange Act rules require. Since the company and its management are in possession of all facts relating to the disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Mary Ellen Pisanelli, Esq. Health Care REIT, Inc. June 21, 2012 Page 2
In responding to our comment, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
Please direct any questions to me at (202) 551-3411. You may also contact me via facsimile at (202) 772-9203. Please send all correspondence to us at the following ZIP code: 20549-3628. S i n c e r e l y , /s/ Peggy Kim Peggy Kim S p e c i a l C o u n s e l Office of Mergers & Acquisitions
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628
DIVISION OF
CORPORATION FINANCE
June 21, 2012
Via E-Mail
Mary Ellen Pisanelli, Esq. Shumaker, Loop & Kendrick, LLP 1000 Jackson Street
Toledo, OH 43604
Re: Health Care REIT, Inc.
Schedule TO-I filed June 14, 2012 File No. 005-43380
Dear Ms. Pisanelli:
We have limited our review of the filing to those issues we have addressed in our
comment. In our comment, we may ask you to provide us wi th information so we may
better understand your disclosure.
Please respond to this letter by amen ding your filing, by providing the requested
information, or by advi sing us when you will pr ovide the requested resp onse. If you do not
believe our comment applies to your fact s and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your f iling and the information you provide in
response to the comment, we may have additional comments.
Offer to Purchase
Redemption
1. We note the disclosure states that the issuer will redeem all outstanding Notes on
July 17, 2012, which is only the seco nd business day after July 13, 2012, the
expiration date of the put opti on tender offer. Please revi se or advise us as to how
you are complying with Rule 13e-4(f)(6).
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require. Since the company
and its management are in possession of all facts relating to the disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Mary Ellen Pisanelli, Esq.
Health Care REIT, Inc. June 21, 2012 Page 2
In responding to our comment, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
Please direct any questions to me at (202) 551-3411. You may also contact me
via facsimile at (202) 772-9203. Please send all correspondence to us at the following
ZIP code: 20549-3628. S i n c e r e l y ,
/s/ Peggy Kim
Peggy Kim S p e c i a l C o u n s e l Office of Mergers & Acquisitions