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 2, 2010
NATIONWIDE HEALTH PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland
(State or Other Jurisdiction
of Incorporation)
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1-9028
(Commission
File Number)
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95-3997619
(IRS Employer
Identification No.) |
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610 Newport Center Drive, Suite 1150
Newport Beach, California
(Address of Principal Executive Offices)
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92660
(ZIP Code) |
(949) 718-4400
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the Registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Material Definitive Agreement |
On July 2, 2010, Nationwide Health Properties, Inc. (the “Company”) entered into Sales
Agreements with each of Cantor Fitzgerald & Co. and KeyBanc Capital Markets Inc. to sell up to an aggregate
of 5,000,000 shares (the “Securities”) of the Company’s common stock, par value $0.10 per share,
from time to time through Cantor Fitzgerald & Co. and KeyBanc Capital Markets Inc. as sales agents
(the “Sales Agents”).
Pursuant to the Sales Agreements, the Securities may be offered and sold through either of the
Sales Agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415
of the Securities Act of 1933, as amended, including sales made directly on the New York Stock
Exchange, as well as in privately negotiated transactions. The Sales Agreements provide that each
Sales Agent will be entitled to compensation equal to up to 2.00% of the gross proceeds of the
Securities sold through such Sales Agent from time to time under the applicable Sales Agreement.
The Company has no obligation to sell any of the Securities under the Sales Agreements, and may at
any time suspend solicitation and offers under the Sales Agreements.
The Securities will be issued pursuant to the Company’s shelf registration statement on Form
S-3 (File No. 333-164384). The Company filed a prospectus supplement, dated July 2, 2010 with
the Securities and Exchange Commission in connection with the offer and sale of the Securities.
KeyBanc Capital Markets Inc. and/or its affiliates have performed investment banking,
commercial banking and/or advisory services for the Company from time to time for which it or they
have received customary fees and expenses. KeyBank National Association, an affiliate of KeyBanc Capital Markets Inc. is a
lender under the Company’s Amended and Restated Credit Agreement, dated December 15, 2006 (the
“2006 Credit Agreement”). To the extent any proceeds from the sale of the Securities under the
Sales Agreement between the Company and KeyBanc Capital Markets Inc., as Sales Agent, are used to
repay borrowings under the 2006 Credit Agreement, KeyBank National Association may receive a
portion of such proceeds.
Copies of the Sales Agreements are attached as Exhibit 1.1 and 1.2 to this Current Report on
Form 8-K, and are incorporated by reference herein.
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| Item 9.01 |
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Financial Statements and Exhibits |
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| Exhibit No. |
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Description |
1.1
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Sales Agreement, dated July 2, 2010, between Nationwide Health Properties,
Inc. and Cantor Fitzgerald & Co. |
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1.2
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Sales Agreement, dated July 2, 2010, between Nationwide Health Properties,
Inc. and KeyBanc Capital Markets Inc. |
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5.1
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Opinion of Venable LLP |
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8.1
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Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP |
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23.1
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Consent of Venable LLP (included in Exhibit 5.1) |
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23.2
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1) |