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HEALTH CARE REIT INC /DE/ FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits

May 30, 2014



Item 8.01 Other Events.

On May 28, 2014, in connection with the Registration Statement on Form S-3 (File No. 333-181185), effective May 4, 2012, Health Care REIT, Inc. (the "Company") entered into an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters (the "Underwriters"), for an offering of 14,000,000 shares of common stock of the Company. The Underwriters exercised their option to purchase additional shares in full, so the total number of shares to be issued in the offering is 16,100,000. The offering is expected to close on June 2, 2014, subject to the satisfaction of customary closing conditions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

1.1 Underwriting Agreement, dated as of May 28, 2014, between Health Care REIT, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters 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



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