UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
HEALTH CARE REIT, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 34-1096634 | |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 4500 Dorr Street, Toledo, Ohio | 43615 | |
| (Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| 4.500% Notes due 2034 | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
| Securities Act registration statement file number to which this form relates: | 333-181185 | |||||
| (if applicable) |
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Health Care REIT, Inc. (the “Company”) has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus supplement dated November 14, 2014 (the “Prospectus Supplement”) to a Prospectus dated May 4, 2012 contained in the Company’s effective Registration Statement on Form S-3 (File No. 333-181185) (the “Registration Statement”), which Registration Statement was filed with the Commission on May 4, 2012 (the “Prospectus”), relating to the securities to be registered hereunder. The Company incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.
| Item 1. | Description of Registrant’s Securities to be Registered. |
The information required by this item is incorporated by reference to the information contained in the sections captioned “Description of the Notes” and “Material U.S. Federal Income Tax Considerations” in the Prospectus Supplement and “Description of Debt Securities” in the Prospectus.
| Item 2. | Exhibits. |
The following exhibits are filed as a part of this Registration Statement:
| Exhibit |
Description | |
| 4.1 | Indenture, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-K filed March 15, 2010, and incorporated herein by reference thereto). | |
| 4.2 | Supplemental Indenture No. 10, dated as of November 25, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed November 25, 2014, and incorporated herein by reference thereto). | |
| 4.3 | Form of Global Note due 2034 (included in Exhibit 4.2 hereto). | |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| HEALTH CARE REIT, INC. | ||||||
| Date: November 25, 2014 | By: | /s/ Thomas J. DeRosa | ||||
| Name: | Thomas J. DeRosa | |||||
| Title: | Chief Executive Officer | |||||