Form 10-K WELLTOWER INC. For: Dec 31
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E-mailEXHIBIT 10.5(b)
October 22, 2018
John Goodey
c/o Welltower, Inc.
1330 Avenue of the Americas, Suite 8B
New York, New York 10019
Dear John:
Upon your relocation to the United States effective November 1, 2018, we are pleased to offer you continued employment with Welltower Inc. (the “Company”) on and after that date on the following terms and conditions, subject to your execution of this letter agreement on or before November 1, 2018. The terms of this letter agreement are as follows:
1. | Title and Responsibilities. You will continue to serve as the Company’s Chief Financial Officer and as an Executive Vice President of the Company. You will be based in the Company’s New York, New York office. You will work from this office except when traveling on behalf of the Company. You will continue to report to the Company’s Chief Executive Officer. |
2. | Commencement Date. November 1, 2018. |
3. | Compensation. Your annual base salary will continue to be USD $600,000. Your base salary will be paid in installments in accordance with the Company’s standard payroll practices in the United States. Future adjustments to base salary will be subject to annual review by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). |
4. | Short-term Incentive. You will be eligible for an annual bonus based on the Company’s fiscal year determined by performance against a combination of Company and individual performance factors. The current target bonus for this position is 150% of base salary. The determination of the amount of your annual bonus, the level of your achievement of the relevant Company and individual performance factors, and the target bonus percentage for future fiscal years of the Company shall be determined by the Compensation Committee. |
5. | Relocation Expenses. In connection with the relocation of your job from the United Kingdom to the United States, Welltower has provided you with certain relocation benefits. Those benefits are set forth in separate written documentation that you have previously received and executed on August 18, 2018. |
6. | Participation in Stock Plan. You will remain eligible to participate in the Company’s annual Long-Term Incentive Programs (“LTIP”). Any future awards that you receive under the LTIP will be determined by the Compensation Committee in its sole discretion. Any and all payments (i.e., quarterly dividends or dividend equivalents) owed to you with respect to any equity awards granted to you will be paid in USD. |
7. | Benefit Program. You will be entitled to participate in all Welltower benefit programs commensurate with other Welltower employees based in the United States, including but not limited to: health, life and disability programs, and in Welltower’s 401(k) plan and ESPP, subject to your satisfaction of any eligibility criteria. As detailed in Welltower’s Employee Handbook, you will become eligible to participate in the medical, dental, vision, life insurance and disability plans in accordance with their terms on and after November 1, 2018. |
8. | Paid Time Off. You will be entitled to paid time off (“PTO”) (based on your number of years of service) in accordance with the Company’s PTO policy, as it may be amended from time to time. |
9. | Compliance with Agreements. You acknowledge that you are not subject to any restrictions, contractual or otherwise, that could impair your ability to fulfill the terms of your employment with the Company. You have no business or personal relationships that would constitute a “conflict of interest.” |
10. | Additional Terms and Conditions. Your employment will be subject to the terms of the Company’s Employee Handbook, a copy of which was previously provided to you and acknowledged in writing as having been read by you, and the terms of the Company’s standard employment policies and procedures covering such matters as business expense reimbursement, PTO, paid holidays and other time off policies, and sickness and injury, copies of which are available to you on the Company’s intranet. As of the close of business on Wednesday, October 31, 2018, the terms of your May 6, 2014 employment contract with the Company (as the assignee of HCN UK Management Services Limited), as amended by that certain Deed of Assignment and Amendment of Employment Contract dated December 7, 2017 (collectively, the “UK Employment Contract”), will be terminated without the need for any further action by any person and be of no further force or effect. You acknowledge and agree that you shall have no claim against the Company or any affiliate arising out of or connected with the UK Employment Contract or its termination and you hereby irrevocably waive any such claims or rights of action which you now have or may become aware of hereafter, with the exception of: (i) the payment of your salary, monthly pension contributions and private medical insurance allowance in respect of the period up to and including October 31, 2018; and (ii) any incentive awards previously granted to you, whether in the form of an annual cash incentive bonus opportunity or any award made under the Company’s equity compensation plans (i.e., the Welltower Inc. 2005 Long-Term Incentive Plan and the 2016 Long-Term Incentive Plan), which awards shall be governed exclusively by the rules of the plan or program under which they were granted. |
11. | Employment-at-Will. You will be an employee-at-will. |
12. | Governing Law. This letter agreement and your employment relationship with the Company on and after the Commencement Date will be governed by the laws of the State of New York, excluding any conflicts of law provisions thereof. |
John, if you have any questions or comments, please feel free to call me.
Assuming this offer is acceptable to you, please indicate your acceptance by signing the enclosed copy of this letter and returning it via email to [email protected].
Very truly yours,
WELLTOWER INC. Accepted By:
/s/ Christy Stone /s/ John Goodey
Christy Stone John Goodey
Senior Vice President, Human Capital
Dated: October 22, 2018 Dated: October 31, 2018
EXHIBIT 10.8
Welltower Inc.
Non-Employee Director Compensation
Effective January 1, 2019
For each calendar year, each non-employee member of the Board of Directors of Welltower Inc. (the “Company”) will receive an annual retainer of $95,000, payable in equal quarterly installments. If there is a non-employee director serving as the Chairman of the Board, such individual will receive an additional retainer of $125,000. Each non-employee member of the Executive Committee will receive an additional retainer of $7,500. Additionally, the chairs of the Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee and the Investment Committee will receive additional retainers of $25,000, $20,000, $15,000 and $20,000, respectively. If the Board of Directors holds more than four meetings in a year, each non-employee member of the Board will receive $1,500 for each meeting attended in excess of four meetings. With respect to the Audit, Compensation, Executive, Nominating/Corporate Governance and Investment Committees, if any of these committees holds more than four meetings in a year, each non-employee member of these committees will receive $1,000 for each meeting attended in excess of four meetings.
Each of the non-employee directors will receive, in each calendar year, a grant of deferred stock units with a value of $160,000, pursuant to the Company’s 2016 Long-Term Incentive Plan. The deferred stock units will be convertible into shares of common stock of the Company on the anniversary of the date of the grant. Recipients of the deferred stock units also will be entitled to dividend equivalent rights.
EXHIBIT 10.14(a)
WELLTOWER INC.
2019-2021 LONG-TERM INCENTIVE PROGRAM
1.Purpose. This 2019-2021 Long-Term Incentive Program (the “Program”) is adopted pursuant to the Welltower Inc. 2016 Long-Term Incentive Plan (the “Equity Plan”) and any successor equity plan and is intended to provide an incentive for superior work and to motivate executives and employees of Welltower Inc. (the “Company”) toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives and employees. The Program is for the benefit of Participants (as defined below).
2. Definitions. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Equity Plan. In addition, as used herein:
“Adjusted Annualized EBITDA” means the Company’s earnings before interest, taxes, depreciation and amortization, excluding unconsolidated entities and including adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt, gains/losses/impairments on properties, gains/losses on derivatives and financial instruments, other expenses, and additional other income for the three month period beginning on October 1, 2021 and ending on December 31, 2021, and then expressed on an annualized basis.
“All REIT Index” means the MSCI US REIT Index.
“Annualized TSR Percentage” means (1 + TSR)^(1/3) - 1.
“Award” means a grant to a Participant hereunder. The Company intends that while Awards may be granted under the Program in any form of grant permitted under the Equity Plan not in conflict with the terms of the Program, the two types of Awards that are intended to be granted are (1) Performance Awards and (2) Time-Based Awards in the form of restricted stock units with vesting based on the completion of specified periods of continuous service with the Company and its subsidiaries.
“Award Notice” means the restricted stock unit award agreement with a Participant that sets forth the terms, conditions and limitations of the Participant’s participation in this Program, including, without limitation and as may be applicable, the Participant’s Target Award, the Participant’s threshold, target, and high payout multiples and the Time Restriction.
“Cause” for termination of the Participant’s employment for purposes of Section 7 means (a) if the Participant is a party to an employment agreement with the Company immediately prior to such termination, and “Cause” is defined therein, then “Cause” shall have the meaning set forth in such employment agreement, or (b) if the Participant is not party to an employment agreement with the Company immediately prior to such termination or the Participant’s employment agreement does not define “Cause,” then “Cause” shall mean: (i) negligence or willful misconduct by the Participant in connection with the performance of his or her material duties as an employee of the Company or any Subsidiary; (ii) a breach by the Participant of any of his or her material duties as an employee of the Company or any Subsidiary, including but not limited to the provisions of Section 4 herein; (iii) conduct by the Participant against the material best interests of the Company or any Subsidiary, including but not limited to embezzlement or misappropriation of corporate assets, or a material act of statutory or common law fraud against the Company, any Subsidiary or the employees of either the Company or any Subsidiary; (iv) conviction for or plea of nolo contendere to any crime that is a felony, involves moral turpitude, or was committed in connection with the performance of Participant’s job responsibilities for the Company; (v) indictment of the Participant of a felony or a misdemeanor involving moral turpitude and such indictment has a material adverse effect on the interests or reputation of the Company or any Subsidiary; (vi) the intentional and willful failure by Participant to substantially perform his or her job responsibilities to the Company (other than any such failure resulting from Participant’s incapacity due to physical or mental disability) after a demand for substantial performance is made by the Company; (vii) the failure by Participant to satisfactorily perform his or her job responsibilities to the Company (other than any such failure resulting from Participant’s incapacity due to physical or mental disability); or (viii) a breach by Participant of any of the Company’s policies and procedures, including but not limited to the Company’s Code of Business Conduct & Ethics.
“Change in Corporate Control” shall have the same meaning as set forth in Section 10.1(a) of the Equity Plan and Section 10.1(c) of the Equity Plan. In addition, in order to qualify as a “Change in Corporate Control”, an event must also meet
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the requirements for a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” with the meaning of Treas. Reg. §1.409A-3(i)(5).
“Code” means the Internal Revenue Code of 1986, as amended.
“Common Stock” means the Company’s common stock, par value $1.00 per share, either currently existing or authorized hereafter.
“Common Stock Price” means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the 20 consecutive trading days ending on, and including such date (or if such date is not a trading day, the most recent trading day immediately preceding such date); provided that, if such date is the date upon which a Change in Corporate Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Compensation Committee, of the total consideration paid or payable in the transaction resulting in the Change in Corporate Control for one share of Common Stock.
“Disability” for termination of the Participant’s employment for purposes of Section 7 means (a) if the Participant is a party to an employment agreement with the Company immediately prior to such termination, and “Disability” is defined therein, then “Disability” shall have the meaning set forth in such employment agreement, or (b) if the Participant is not party to an employment agreement with the Company that defines “Disability,” then “Disability” shall have the same meaning as defined in the Equity Plan.
“Dividend Value” means the aggregate amount of dividends and other distributions paid on one Share for which the record date occurred on or after the first day of the Restrictive Determination Period and prior to the final settlement date at which shares of Common Stock are issued to a Participant (excluding dividends and distributions paid in the form of additional Shares).
“Earned Award” means, with respect to a Participant and such individual’s Performance Award, the actual number of shares of Common Stock that were earned by such Participant pursuant to this Program at the end of the Performance Period based on the achievement of the performance goals set forth in Section 5.
“Equity Plan” means the Welltower Inc. 2016 Long-Term Incentive Plan, as amended from time to time.
“Fair Market Value” means, as of any given date, the fair market value of a security which shall be the closing sale price reported for such security on the principal stock exchange or, if applicable, any other national exchange on which the security is traded or admitted to trading on such date on which a sale was reported. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations.
“Good Reason” for termination of the Participant’s employment for purposes of Section 7 means (a) if the Participant is a party to an employment agreement with the Company immediately prior to such termination, and “good reason” is defined therein, then “Good Reason” shall have the meaning set forth in such employment agreement, or (b) if the Participant is not party to an employment agreement with the Company immediately prior to such termination and/or the Participant’s employment agreement does not define “Good Reason”: (i) a substantial adverse change, not consented to by the Participant, in the nature or scope of the Participant’s responsibilities, authorities, powers, functions, or duties; or (ii) a breach by the Company of any of its material obligations hereunder. Unless otherwise provided in an employment agreement to which the Participant is a party immediately prior to such termination, to constitute “good reason termination,” the Participant must: (1) provide written notice to the Company within 90 days of the initial existence of the event constituting “Good Reason;” (2) may not terminate his or her employment unless the Company fails to substantially remedy the event constituting “Good Reason” within 30 days after such notice has been given; and (3) the Participant must terminate employment with the Company no later than 30 days after the end of the 30-day period in which the Company fails to substantially remedy the event constituting “Good Reason.”
“Health Care Facilities” means any senior housing facilities or facilities used or intended primarily for the delivery of health care services, including, without limitation, any active adult communities, independent living facilities, assisted living facilities, skilled nursing facilities, inpatient rehabilitation facilities, ambulatory surgery centers, outpatient medical treatment facilities, medical office buildings, hospitals not excluded below, or any similar types of facilities or enterprises, but in any event excluding acute care hospitals or integrated health care delivery systems that include acute care hospitals.
“Health Care REIT Index” means the FTSE NAREIT Health Care REIT Index (or a successor index including a comparable universe of publicly traded U.S. real estate investment trusts), in each case adjusted and reweighted to exclude the
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Company from the index. As of the beginning of the Performance Period, the FTSE NAREIT Health Care REIT Index (excluding the Company) was comprised of Ventas, Inc, HCP, Inc., Omega Healthcare Investors, Senior Housing Properties Trust, Healthcare Trust of America, Inc., Healthcare Realty Trust, National Health Investors, Medical Properties Trust, Community Healthcare Trust, Inc., Sabra Health Care REIT, LTC Properties, New Senior Investment Group, Physicians Realty Trust, Universal Health Realty Income Trust, Care Trust REIT, MedEquities Realty Trust, Inc., and Global Medical REIT. Any health care REIT organization that is not in existence for the entire Performance Period shall be omitted from this index.
“Index Return” means, with respect to the Performance Period, the return of either the Health Care REIT Index, or the All REIT Index, as applicable, over the Performance Period expressed as a percentage. For the avoidance of doubt, the intent of the Compensation Committee is that Index Return over the Performance Period be calculated in a manner designed to produce a fair comparison between the Company’s TSR and the Index Return for the purpose of determining Relative Performance. In the case of the Health Care REIT Index, the Index Return shall be computed as the sum of each component company’s weighted TSR with each component company’s weight as the average of its relative market capitalization at the beginning of the Performance Period.
“Net Debt + Preferred” means the sum of (a) the Company’s long-term debt, less cash and cash equivalents, and (b) the total amount of the Company’s preferred stock as of the end of the Performance Period (or other applicable designated period).
“Participant” means an executive or employee of the Company or any Subsidiary selected by the Compensation Committee to participate in the Program.
“Performance Award” means an award, expressed as a number of restricted stock units, that vests upon the achievement of performance goals at the end of a Performance Period.
“Performance Period” means the period commencing on January 1, 2019 and concluding on the earlier of (i) December 31, 2021, or (ii) a Change in Corporate Control.
“Program” means this Welltower Inc. 2019-2021 Long-Term Incentive Program, as amended from time to time.
“Qualified Termination” means termination of a Participant’s employment for Good Reason, by reason of the Participant’s death, Disability, by the Company without Cause, Retirement and in the case of a Participant who is party to an employment agreement with the Company, a non‑renewal by the Company of the term of such agreement.
“Relative Performance” means the Company’s TSR relative to the applicable Index Return, as expressed as an Annualized TSR Percentage.
“Restricted Period” means a period of one year for a Participant holding the title of Senior Vice President or above at the time of termination of employment and a period of six (6) months for a Participant holding the title of Vice President at the time of termination of employment. For any Participant holding a title below the level of Vice President (including but not limited to Assistant Vice President, Director or Manager), there shall be no post-employment Restricted Period.
“Restrictive Determination Period” means (a) the Performance Period in the case of a Performance Award and (b) the period of time during which the applicable Time Restriction has not lapsed in the case of a Time-Based Award.
“Retirement” means the voluntary termination of employment by a Participant after attaining age 55 and completing ten consecutive full years of service; provided, however, that the sum of the Participant’s age and consecutive full years of service to the Company shall be equal to 70 or more; and provided further that the Participant (a) delivers to the Company, so that the Company receives or is deemed to have received in accordance with Section 12(i) at least six months prior to the date of his or her retirement, written notice specifying such retirement date, (b) remains in the continuous service of the Company from the date the written notice is received until his or her retirement date, and (c) enters into a retirement agreement with the Company in such form as shall be determined by the Company from time to time that includes both (i) a customary release of claims covering the Company and its affiliates, and (ii) an affirmation of continued compliance with the non-competition, non-solicitation, non-disparagement and non-disclosure covenants in favor of the Company and related persons as set forth in Section 4.
“Target Award” means a Participant’s target award, expressed as a number of restricted stock units, for the Performance Period, as set forth in the Participant’s Award Notice.
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“Time-Based Award” means an award, expressed as a number of restricted stock units, that vests upon the lapse of the Time Restriction. (A Time-Based Award is a type of “Other Stock Unit Award” as classified under the Equity Plan.)
“Time Restriction” means the period of time set forth in the Award Notice during which a Time-Based Award (or portion thereof) is unvested and forfeitable based on the completion of periods of continued employment with the Company or as otherwise expressly set forth in this Program.
“Total Shareholder Return” or “TSR” means for the common stock of the applicable company, the total shareholder return (share price appreciation/depreciation during the applicable Performance Period plus the value attributable to reinvested dividends paid on the shares during the applicable Performance Period). The TSR shall be expressed as a percentage. The calculation of TSR will be based on the average closing price of the shares for the twenty trading days immediately preceding the first day of the Performance Period and the average closing price of the shares for the twenty trading days immediately preceding the last day of the applicable Performance Period. The TSR will be calculated assuming that cash dividends (including extraordinary cash dividends) paid on the shares are reinvested in additional shares on the ex-dividend date and that any securities distributed to shareholders in a spinoff transaction are sold and the proceeds reinvested in additional shares on the ex-dividend date.
“Vested Unit Award” means a Time-Based Award (or portion thereof) that is fully vested and nonforfeitable due to the lapse of the applicable Time Restriction.
3. Administration
(a) The Program shall be administered by the Compensation Committee in accordance with the Equity Plan. The Compensation Committee shall have the discretionary authority to make all determinations (including, without limitation, the interpretation and construction of the Program and the determination of relevant facts) regarding the entitlement to any Award hereunder and the amount of any Award to be paid under the Program (including the number of shares of Common Stock issuable to any Participant), provided such determinations are not made in bad faith and are not inconsistent with the terms, purpose and intent of the Program. The Compensation Committee may delegate to one or more officers or employees of the Company some or all of its authority to administer the Program as described in this Section 3, and in the event of such delegation, references to the Compensation Committee in this Section 3 shall apply in the same manner to such delegate or delegates to the extent of such delegated authority. In particular, but without limitation and subject to the foregoing, the Compensation Committee shall have the authority:
(i) to select Participants under the Program in its sole discretion;
(ii) with respect to Performance Awards, to determine the Target Award and any formula or criteria for the determination of the Target Award for each Participant and such individual’s Performance Award and to determine the Earned Award;
(iii) with respect to Time-Based Awards, to determine the applicable Time Restriction;
(iv) to determine the terms and conditions, consistent with the terms of this Program, which shall govern Award Notices and all other written instruments evidencing an Award hereunder, including the waiver or modification of any such conditions;
(v) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Program as it shall from time to time deem advisable; and
(vi) to interpret the terms and provisions of the Program and any Award granted under the Program (and any Award Notices or other agreements relating thereto) and to otherwise supervise the administration of the Program.
(b) Subject to the terms hereof, all decisions made by the Compensation Committee (or any officer or employee of the Company to whom it has delegated some or all of its authority to administer the Program) not made in bad faith pursuant to the Program shall be final, conclusive and binding on all persons, including the Company and the Participants. No member of the Compensation Committee, and no officer or employee of the Company acting on behalf of the Compensation Committee, shall be personally liable for any action, determination, or interpretation taken or made not in bad faith with respect to this Program, and all members of the Compensation Committee and each and every officer or employee of
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the Company acting on their behalf shall, to the fullest extent not prohibited by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.
4. Conditions of Participation
As a condition of entitlement to participate in the Program, whether or not the Participant receives any payment or other benefit under the Program, each Participant shall comply with the following restrictive covenants.
(a) Protection of Confidential Information. Participant, both during employment with the Company and thereafter, shall not, directly or indirectly, disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (as defined below) except as may be required for Participant to perform in good faith his or her job responsibilities to the Company while employed by the Company. Upon Participant’s termination of employment, Participant shall return to the Company all Confidential Information and shall not retain any Confidential Information in Participant’s possession that is in written or other tangible form and shall not furnish any such Confidential Information to any third party, except as provided herein. Notwithstanding the foregoing, this Section 4(a) shall not apply to Confidential Information that (i) was publicly known at the time of disclosure to Participant, (ii) becomes publicly known or available thereafter other than by any means in violation of this Section 4 or any other duty owed to the Company by Participant, (iii) is lawfully disclosed to Participant by a third party, or (iv) is required to be disclosed by law or by any court, arbitrator or administrative or legislative body with actual or apparent jurisdiction to order Participant to disclose or make accessible any information or is voluntarily disclosed by Participant to law enforcement or other governmental authorities. Furthermore, in accordance with the Defend Trade Secrets Act of 2016, Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. As used in this Program, Confidential Information means, without limitation, any non-public confidential or proprietary information disclosed to Participant or known by Participant as a consequence of or through Participant’s relationship with the Company, in any form, including electronic media. Confidential Information also includes, but is not limited to the Company’s business plans and financial information, marketing plans, and business opportunities. Nothing herein shall limit in any way any obligation Participant may have relating to Confidential Information under any other agreement, promise or duty to the Company.
(b) Non-Competition. In the course of the performance of Participant’s job responsibilities for the Company, Participant has obtained and will continue to obtain extensive and valuable knowledge and information concerning the Company’s business (including confidential information relating to the Company and its operations, intellectual property, assets, contracts, customers, personnel, plans, marketing plans, research and development plans and prospects). Accordingly, during employment with the Company and for the applicable Restricted Period following Participant’s termination of employment, Participant will not engage in any business activities on behalf of any enterprise which competes with the Company or any of its affiliates in the business of (i) ownership or operation of Health Care Facilities; (ii) investment in or lending to Health Care Facilities (including to an owner or developer of Health Care Facilities); (iii) management of Health Care Facilities; or (iv) provision of any consulting, advisory, research or planning or development services to Health Care Facilities.
Participant will be deemed to be engaged in such competitive business activities if Participant participates in such a business enterprise as an employee, officer, director, consultant, agent, partner, proprietor, or other participant; provided that the ownership of no more than two percent (2%) of the stock of a publicly traded corporation engaged in a competitive business shall not be deemed to be engaging in competitive business activities. If Participant provides services to an enterprise that has some activities that compete with the Company or any of its affiliates in any area described above and other activities that do not compete with the Company or any of its affiliates in any of the areas described above, then so long as Participant provides services exclusively to the portion of such enterprise that does not compete with the Company and its affiliates, Participant will not be deemed to be engaged in a competitive business activity as described in this Section 4(b).
(c) Non-Solicitation. During employment with the Company and for one year following the end of Participant’s employment with the Company, Participant, to the fullest extent not prohibited by applicable law, directly or indirectly, individually or on behalf of any other person or entity, including Participant, will not encourage, induce, attempt to induce, recruit, attempt to recruit, solicit or attempt to solicit or participate in any way in hiring or retaining for employment, contractor or consulting opportunities anyone who is employed or providing full-time services as a consultant at that time by the Company or any subsidiary or affiliate of the Company.
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(d) Non-Disparagement. At all times during and following Participant’s employment with the Company, Participant will not make or direct anyone else to make on Participant’s behalf any disparaging or untruthful remarks or statements, whether oral or written, about the Company, its operations or its products, services, affiliates, officers, directors, employees, or agents, or issue any communication that reflects adversely on or encourages any adverse action against the Company. Participant will not make any direct or indirect written or oral statements to the press, television, radio, on social media or to, on or through other media or other external persons or entities concerning any matters pertaining to the business and affairs of the Company, its affiliates or any of its officers or directors. The restrictions described in this paragraph shall not apply to any truthful statements made in response to a subpoena or other compulsory legal process or to law enforcement or other governmental authorities.
(e) Remedies. For the avoidance of doubt, any breach of any of the provisions in this Section 4 shall constitute a material breach by Participant. Notwithstanding any other provision of this Program, by becoming entitled to receive any payments or other benefits under this Program, Participant is deemed to have agreed that damages would be an inadequate remedy for the Company in the event of a breach or threatened breach by Participant of any of Sections 4(a) through 4(d), inclusive. In the event of any such breach or threatened breach, and without relinquishing any other rights or remedies that the Company may have, including but not limited to the forfeiture or repayment by Participant of any payments or benefits otherwise payable or paid to Participant under this Program, the Company may, either with or without pursuing any potential damage remedies and without being required to post a bond, obtain from a court of competent jurisdiction, and enforce, an injunction prohibiting Participant from violating this Section 4 and requiring Participant to comply with its provisions. The Company may present this Section 4 to any third party with which Participant may have accepted employment, or otherwise entered into a business relationship, that the Company contends violates this Section 4, if the Company has reason to believe Participant has or may have breached a provision of this Section 4.
5. Determination of Awards
(a) Each Participant’s Award Notice shall specify, as applicable, such Participant’s Target Award (expressed as a number of restricted stock units) and threshold, target, and high payout multiples or Time Restriction.
(b) With regard to a Performance Award, the percentage of a Participant’s Target Award that may be earned for the Performance Period shall be determined as follows: 50 percent of the Target Award shall be earned based on the Company’s Relative Performance to the Health Care REIT Index; 25 percent of the Target Award shall be earned based on the Company’s Relative Performance to the All REIT Index; and 25 percent of the Target Award shall be earned based on the Company’s (Net Debt + Preferred) / Adjusted Annualized EBITDA ratio; all as further set forth on Exhibit A.
(c) Depending on the score for each of the performance goals of a Performance Award as determined pursuant to Exhibit A, the Earned Award for the Performance Period shall be determined based on the Participant’s individual threshold, target and high payout multiples described in the Participant’s Award Notice. For performance between two different tiers, the percentage payable shall be calculated using linear interpolation between tiers. The level of achievement for each listed performance goal shall be determined independently.
(d) With regard to a Time-Based Award, the Time Restriction included in the Award Notice shall generally not be less than three years from the Date of Grant; provided, that such an Award Notice may permit pro rata vesting over such time.
(e) Except as otherwise provided herein, the Earned Award and Vested Unit Award shall be settled in shares of Common Stock upon satisfaction of the requirements as set forth in Section 8.
6. Change in Corporate Control. In the event that prior to December 31, 2021, a Change in Corporate Control occurs, then the following provisions shall apply:
(a) In the case of a Performance Award, each such outstanding Award will be deemed earned as of the date of such Change in Corporate Control in accordance with the computation described in Section 5(b) as if the Performance Period ended on the day prior to the consummation of the Change in Corporate Control, except that corporate metrics not tied to TSR shall be calculated based on the results through the most recent completed fiscal quarter, but each Award shall further be multiplied by a fraction, the numerator of which shall be the number of full and partial months from the beginning of the Performance Period through the Change in Corporate Control and the denominator of which shall be 36. Notwithstanding Sections 4 and 8(b), any shares of Common Stock issued to satisfy such outstanding Earned Awards shall be fully vested and nonforfeitable.
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(b) In the case of a Time-Based Award, the Time Restriction applicable to such Time-Based Award shall lapse in its entirety and such award shall become a Vested Unit Award if either (i) the successor company (or a subsidiary thereof) does not assume, convert, continue or otherwise replace such other awards on proportionate and equitable terms or (ii) the Participant is terminated without Cause upon or within 12 months following the Change in Corporate Control.
7. Termination of Participant’s Employment.
(a) If a Participant’s employment with the Company terminates, the provisions of this Section 7 shall govern the treatment of the Participant’s Award exclusively, regardless of the provisions of any employment, change in control or other agreement or arrangement to which the Participant is a party, or any termination or severance policies of the Company then in effect, which shall be superseded by this Program.
(b) In the event of termination of a Participant’s employment by reason of a Qualified Termination prior to the end of the applicable Restrictive Determination Period, then the following provisions shall apply:
(i) In the case of a Performance Award, the Compensation Committee shall determine the Participant’s Earned Award in accordance with the computation described in Section 5(b) as if the Performance Period ended on the calendar quarter end immediately preceding the date of the Participant’s Qualified Termination; provided, however, that the Earned Award of such terminated Participant for the Performance Period shall be multiplied by a fraction, the numerator of which shall be the number of complete months during which the Participant was an employee of the Company during the Performance Period and the denominator of which shall be the total number of months in the Performance Period. The pro-rated Earned Award shall be paid out in shares of Common Stock that are fully vested.
(ii) In the case of a Time-Based Award, the Participant shall retain the portion of the Time-Based Award that is a Vested Unit Award. Unless otherwise determined by the Compensation Committee, the unvested portion of the Time-Based Award shall, without payment of any consideration by the Company, automatically and without notice terminate, be forfeited and be and become null and void and neither the Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested portion of the Time-Based Award.
(c) In the event of termination of a Participant’s employment by reason of a Qualified Termination after the end of the applicable Restrictive Determination Period, any portion of the Participant’s Earned Award or Time-Based Award that has not yet been settled shall become fully vested and shall be paid out in shares of Common Stock.
(d) As a condition of receiving any payments or benefits under this Program on account of Participant’s Qualified Termination, the Company may, in its sole discretion, require Participant to deliver an irrevocable, effective release of claims in the form determined by the Company and/or an affirmation of continued compliance with the non-competition, non-solicitation, non-disparagement and non-disclosure covenants in favor of the Company and related persons as set forth in Section 4.
(e) In the event of a termination of a Participant’s employment for any reason other than a Qualified Termination prior to the end of the applicable Restrictive Determination Period, except as otherwise set forth in the Participant’s Award Notice or as otherwise determined by the Compensation Committee, the Award held by the Participant during the Performance Period or portion of the Award for which the Time Restriction has not lapsed shall, without payment of any consideration by the Company, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such Award. In the event of a termination of a Participant’s employment for any reason other than a Qualified Termination after the end of the applicable Restrictive Determination Period, any portion of the Earned Award or Time-Based Award that has not yet been settled in shares of Common Stock shall be forfeited.
8. Payment of Awards.
(a) As soon as practicable following the end of the applicable Restrictive Determination Period:
(i) The portion of a Time-Based Award for which the Time Restriction has lapsed shall be settled in shares of Common Stock; and
(ii) In the case of a Performance Award, the Compensation Committee shall determine the amount of each Participant’s Earned Award, if any, with respect to the Performance Period.
7
The date on which such settlement of the Awards occurs shall be referred to herein as the “Issuance Date”. In no event shall the Issuance Date with respect to the end of the Restrictive Determination Period for an Award be later than 74 days after the end of the applicable Restrictive Determination Period or on such later date as provided by the Compensation Committee (or in the case of a Performance Award, as set forth under Section 8(b) below); provided that (i) in the case of the Performance Period (in the case of a Performance Award) or Time Restriction (in the case of a Time-Based Award) that ends upon a Change in Corporate Control, the Issuance Date shall be no later than immediately prior to the consummation of the Change in Corporate Control, and (ii) in the case of a determination required by Section 7(b), the Issuance Date shall generally be no later than 74 days after the date of the Participant’s Qualified Termination or on such later date as provided by the Compensation Committee.
(b) Except as otherwise provided in Sections 6 and 7, on the vesting date described below, the Company shall issue to each Participant (or such Participant’s estate or beneficiary, if applicable) with regard to a Performance Award a number of shares of Common Stock equal to the vested portion of the Earned Award. Subject to a Participant’s continued employment with the Company or a subsidiary and continued compliance with the restrictive covenants set forth in Section 4 through such date, the shares subject to a Participant’s Earned Award shall be vested as of the date that the Compensation Committee shall determine the amount of each Participant’s Earned Award, if any, with respect to the Performance Period. In addition, on the vesting date (or on the Issuance Date with regard to an Earned Award settled in accordance with Section 6 or 7), the Company shall pay in cash to each Participant (or such Participant’s estate or beneficiary, if applicable) an amount equal to the Dividend Value multiplied by the number of shares issued pursuant to Section 6, Section 7 or this Section 8(b) on such date.
(c) Except as otherwise provided in Sections 6 and 7, the Company shall issue to each Participant (or such Participant’s estate or beneficiary, if applicable) with regard to a Time-Based Award a number of shares of Common Stock equal to the vested portion of the Time-Based Award on the Issuance Date. In addition, on the Issuance Date, the Company shall pay in cash to each Participant (or such Participant’s estate or beneficiary, if applicable) an amount equal to the Dividend Value multiplied by the number of shares issued pursuant to Section 6, Section 7 or this Section 8(c) on such date.
9. Adjustments. Without duplication with the provisions of Sections 3 and 11 of the Equity Plan, if (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of Shares, sale of all or substantially all of the assets or Shares of the Company or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, or other similar change in the capital structure of the Company, or any distribution to holders of Shares other than ordinary cash dividends, shall occur or (iii) any other event shall occur which in the judgment of the Compensation Committee necessitates action by way of adjusting the terms of the Program, then and in that event, the Compensation Committee shall take such action as shall be necessary to maintain the Participants’ rights hereunder so that they are substantially the same rights existing under this Program prior to such event.
10. Restrictions and Conditions; Non-Transferability of Awards. Subject to the provisions of the Equity Plan and this Program, except as may otherwise be permitted by the Compensation Committee, a Participant shall not be permitted voluntarily or involuntarily to sell, assign, transfer, or otherwise encumber or dispose of the restricted stock units or an Award; provided that the foregoing restriction shall not apply to Shares actually issued to a Participant.
11. Withholding of Tax. Unless otherwise agreed to between the Company and a Participant, the Company will cause the required minimum tax withholding obligation (or such other rate that will not cause an adverse accounting consequence or cost) to be satisfied by withholding a number of Shares to be issued to a Participant with an aggregate Fair Market Value that would satisfy the withholding amount due. The Company’s obligation to deliver stock certificates (or evidence of book entry) to any Participant is subject to and conditioned on tax withholding obligations being satisfied by such Participant or through the Company’s exercise of its authority. The Compensation Committee expressly provides that the required minimum tax withholding obligation (or such other rate that will not cause an adverse accounting consequence or cost) of an Award granted to a Participant who is an officer within the meaning of Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended, shall be satisfied by withholding a number of Shares to be issued to the Participant with an aggregate Fair Market Value that satisfies the withholding amount due.
12. Miscellaneous.
(a) Amendment and Termination. The Company reserves the right to amend or terminate the Program at any time in its discretion without the consent of any Participant, but no such amendment shall adversely affect the rights of the Participants with regard to outstanding Awards in any material respect.
8
(b) No Contract for Continuing Services. This Program shall not be construed as creating any contract for continued services between the Company or any of its Subsidiaries and any Participant, and nothing herein contained shall give any Participant the right to be retained as an employee or consultant of the Company or any of its Subsidiaries or to receive any future awards or benefits under the Equity Plan.
(c) Governing Law. The Program and each Award Notice awarded under the Program shall be construed in accordance with and governed the laws of the State of Ohio, without regard to principles of conflict of laws of such state; provided, however, that matters of corporate law, including the issuance of shares of Common Stock, shall be governed by the General Corporation Law of the State of Delaware.
(d) Arbitration. Subject to Section 4(e) hereof, all claims, disputes, questions, or controversies arising out of or relating to this Program, will be resolved exclusively in final and binding arbitration held under the auspices of Judicial Arbitration & Mediation Services, Inc. (“JAMS”) in accordance with JAMS then current Employment Arbitration Rules and Procedures, or successor rules then in effect. The arbitration will be held in New York, New York, and will be conducted and administered by JAMS or, in the event JAMS does not then conduct arbitration proceedings, a similarly reputable arbitration administrator. Participant and the Company will select a mutually acceptable, neutral arbitrator from among the JAMS panel of arbitrators. Except as provided by this Program, the Federal Arbitration Act will govern the administration of the arbitration proceedings. The arbitrator will apply the substantive law (and the law of remedies, if applicable) of the State of Ohio, or federal law, if Ohio law is preempted, and the arbitrator is without jurisdiction to apply any different substantive law. Participant and the Company will each be allowed to engage in adequate discovery, the scope of which will be determined by the arbitrator consistent with the nature of the claim(s) in dispute. The arbitrator will have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and will apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator will render a written award and supporting opinion that will set forth the arbitrator’s findings of fact and conclusions of law. Judgment upon the award may be entered in any court of competent jurisdiction. The Company will pay the arbitrator’s fees, as well as all administrative fees, associated with the arbitration. Each party will be responsible for paying its own attorneys’ fees and costs (including expert witness fees and costs, if any), provided, however, that the arbitrator may award attorney’s fees and costs to the prevailing party, except as prohibited by law. If the Company is the prevailing party, the arbitration may award some or all of the costs for the arbitrator’s fees and/or other administrative fees to the fullest extent not prohibited by law. The existence and subject matter of all arbitration proceedings, including, any settlements or awards thereunder, shall remain confidential.
(e) Construction. Wherever appropriate, the use of the masculine gender shall be extended to include the feminine and/or neuter or vice versa; and the singular form of words shall be extended to include the plural; and the plural shall be restricted to mean the singular.
(f) Headings. The Section headings and Section numbers are included solely for ease of reference. If there is any conflict between such headings or numbers and the text of this Program, the text shall control.
(g) Effect on Other Plans. Nothing in this Program shall be construed to limit the rights of Participants under the Company’s or its Subsidiaries’ benefit plans, programs or policies.
(h) Clawback Policy. All Awards granted under this Program shall be subject to forfeiture (as determined by the Compensation Committee) in accordance with the terms of the Company’s clawback or recoupment policy (as in effect from time to time). Furthermore, prior to the occurrence of a Change in Corporate Control, an Award (including an Earned Award and Vested Unit Award) granted under this Program and shares of Common Stock issued under this Program to a Participant shall be subject to forfeiture (as determined by the Compensation Committee) in the event that a Participant breaches any provision of Section 4 herein.
(i) Notices. Any notice provided for under this Program shall be in writing and may be delivered in person or sent by overnight courier, certified mail, or registered mail (return receipt requested), postage prepaid, addressed as follows (or to such other address as such party may designate in writing from time to time):
If to the Company: Welltower Inc., 4500 Dorr Street, Toledo, OH 43615 Attention: Legal Department
If to a Participant, at the address on file with the Company’s Human Resources Department.
The actual date of mailing, as shown by a mailing receipt therefor, shall determine the time at which notice was given. Any Participant may change the address at which notice shall be given by notifying the Company in the manner set forth in this
9
Section 12(i). The Company may change the address at which notice shall be given by notifying each Participant in the manner set forth in this Section 12(i).
(j) Section 409A.
(1) This Program is intended to comply with Section 409A of the Code (“Code Section 409A”) and will be interpreted in a manner intended to comply with Code Section 409A. Any provision that would cause this Program or any payment hereunder to fail to satisfy Code Section 409A of the Code shall have no force or effect until amended to the minimum extent required to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits that may be considered “deferred compensation” under Code Section 409A (after taking into account all exclusions applicable to such payments or benefits under Code Section 409A) upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Program, references to a “retirement,” “termination,” “termination of employment” or like terms shall mean such a “separation from service”.
(2) Any payment scheduled to be made under this Program that may be considered made under a “nonqualified deferred compensation plan” subject to Code Section 409A (after taking into account all exclusions applicable to such payments or benefits under Code Section 409A), that are otherwise due on or within the six-month period following termination of employment will accrue during such six-month period and will instead become payable in a lump sum payment on the first business day period following such six-month period. Furthermore, notwithstanding any contrary provision herein, if any other payments of money or other benefits due to a Participant under this Agreement could cause the application of an accelerated or additional tax under Code Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax.
(3) Notwithstanding any contrary provision herein, a Participant’s right to any payment (including each installment payment) under this Program shall be treated as a “separate payment” within the meaning of Code Section 409A.
END OF PROGRAM DOCUMENT
10
Exhibit A
2019-2021 LTI – Forward Looking | Weighting | Threshold4 | Target | High5 |
Relative Performance to Health Care REIT Index1 | 50% | -400 bps | 0 bps | + 400 bps |
Relative Performance to All REIT Index (MSCI)2 | 25% | -400 bps | 0 bps | + 400 bps |
(Net Debt + Preferred) / Adjusted Annualized EBITDA3 | 25% | 6.7x | 6.2x | 5.7x |
1. Matching index performance is Target; beating index performance by 400 basis points results in max payout; trailing index performance by 400 basis points results in a threshold payout.
2. Same as #1 above.
3. The target is set with the 2018 year-end (Net Debt + Preferred)/Adjusted Annualized EBITDA ratio of 6.2x. Threshold will be met at a ratio at 6.7x. The High will be met at a ratio at or below 5.7x.
4. Threshold payout is a .5 multiplier of target for all participants.
5. High payout is a 1.5 multiplier of target for all Participants except for Participants at the level of Senior Vice President and above. The high payout for Participants at the level of Senior Vice President and above is a 2.0 multiplier of target.
In the event the Company’s performance shall fall between two levels in the above chart, linear interpolation shall be used to determine the percentage of the Target Award earned.
11
EXHIBIT 10.14(b)
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made this February 14, 2019, between Welltower Inc., a Delaware corporation (the “Corporation”), and [____] (the “Participant”).
WHEREAS, the Participant is an employee of the Corporation; and
WHEREAS, the Corporation adopted the Welltower Inc. 2016 Long-Term Incentive Plan (the “Plan”) and the 2019-2021 Long-Term Incentive Program (the “LTIP”) in order to provide select executives and key employees with incentives to achieve long-term corporate objectives; and
WHEREAS, the Compensation Committee of the Corporation’s Board of Directors has determined that the Participant should be granted a restricted stock unit award subject to performance-based vesting conditions and/or time-based vesting conditions on the terms set forth in the LTIP and herein;
WHEREAS, the restricted stock unit award granted to the Participant shall be payable in shares of the Corporation’s common stock, $1.00 par value per share (“Common Stock”), upon the satisfaction of the conditions set forth below and in accordance with the terms of the LTIP.
NOW, THEREFORE, in consideration of the past and future services provided to the Corporation by the Participant and the various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1.GRANT OF AWARD.
The Corporation hereby grants to the Participant one or both of the following:
• | A Performance Award of [____] performance-based restricted stock units (the “Target Award”) on February 14, 2019 (the “Date of Grant”), payable in shares of Restricted Stock, subject to satisfaction of the restrictions, vesting conditions and other terms set forth in this Agreement. |
• | An Other Stock Unit Award (the “Time-Based Award”) of [____] time-based restricted stock units on the Date of Grant, which shall vest and become payable in shares of Common Stock, subject to the Participant’s continued employment, in accordance with the following schedule: one-fourth of such shares will become fully vested and nonforfeitable on January 15, 2020, one-fourth of such shares will become fully vested and nonforfeitable on January 15, 2021, one-fourth of such shares will become fully vested and nonforfeitable on January 15, 2022, and one-fourth of such shares will become fully vested and nonforfeitable on January 15, 2023 (each such date, the “Vesting Date”). |
The Target Award and the Time-Based Award shall be referred to herein as the “Award”. The Participant shall not be required to provide the Corporation with any payment (other than his or her past and future services to the Corporation) in exchange for the Award or in exchange for the issuance of shares of Common Stock (upon the determination of the Earned Award and satisfaction of the applicable periods of continued service with the Corporation in the case of a Performance Award or upon the lapse of the applicable Time Restriction in the case of a Time-Based Award).
2. DELIVERY OF SHARES.
(a) The Participant shall not be entitled to the issuance of shares of Common Stock or to receive any distributions with respect to the Performance Award or Time-Based Award until the determination of the Earned
1
Award (in the case of the Performance Award) as provided in the LTIP and in Section 3 or 6 below or lapse of the applicable Time Restriction (in the case of the Time-Based Award). Further, the Participant shall not have any of the rights and privileges of a stockholder of the Corporation (including voting rights and the right to receive dividends) until the shares of Common Stock are issued to the Participant.
(b) The Participant’s Performance Award and Time-Based Award may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Participant, and the underlying shares of Common Stock potentially issuable to the Participant under this Agreement may not be sold, transferred, assigned, pledged or otherwise encumbered by the Participant until such shares are so issued and cease to be subject to a risk of forfeiture. Any attempt to dispose of the Participant’s Award or shares issued thereunder in a manner contrary to the restrictions set forth in this Agreement shall be ineffective, null and void.
3. EARNED AWARD AND VESTING.
The Corporation shall issue shares of Common Stock to the Participant in accordance with the provisions of Section 8 of the LTIP.
4. TAX WITHHOLDING.
The Corporation shall satisfy its tax withholding obligations in accordance with Section 11 of the LTIP.
5. TERMINATION OF EMPLOYMENT.
In the event of the end of the Participant’s employment with the Corporation prior to the time that all vested shares of Common Stock, if any, are issued under the LTIP, the Award shall be administered in accordance with Section 7 of the LTIP.
6. DEFINITIONS.
Capitalized terms used herein without definitions shall have the meanings given to those terms in the LTIP.
7. SECURITIES LAWS.
The Corporation may from time to time impose such conditions on the vesting of the Award, and/or the issuance of shares of Common Stock upon vesting of the Award, as it deems reasonably necessary to ensure that any grant of the Award and issuance of shares under this Agreement will satisfy the applicable requirements of federal and state securities laws. Such conditions may include, without limitation, the partial or complete suspension of the right to receive shares of Common Stock upon the vesting of the Award until the Common Stock has been registered under the Securities Act of 1933, as amended. In all events, if the issuance of any shares of Common Stock is delayed by application of this Section 8, such issuance shall occur on the earliest date on which it would not violate applicable law.
8. GRANT NOT TO AFFECT EMPLOYMENT.
Neither this Agreement nor the Award granted hereunder shall confer upon the Participant any right to continued employment with the Corporation. This Agreement shall not in any way modify or restrict any rights the Corporation may have to terminate such employment.
9. ADJUSTMENTS TO AWARD.
In the event of any change or changes in the outstanding Common Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or any similar transaction, the Award granted to the Participant under this Agreement shall be adjusted by the Compensation Committee pursuant to
2
Section 11.2 of the Plan in such manner as the Compensation Committee deems appropriate to prevent substantial dilution or enlargement of the rights granted to the Participant.
10. MISCELLANEOUS.
(a) This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same instrument.
(b) The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the parties hereto.
(c) The provisions of the Plan and LTIP are hereby made a part of this Agreement. In the event of any conflict between the provisions of this Agreement and those of the Plan or the LTIP, the provisions of the Plan and the LTIP shall control.
(d) The Award granted under this Agreement is intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), under the exemption for “short-term deferrals” under Treasury Regulation Section 1.409A-1(b)(4), and shall be interpreted in a manner consistent with the requirements for such exemption. To the extent that changes are necessary to ensure that the Target Award and the related dividend equivalent rights comply with any additional requirements for such exemption imposed by future IRS guidance on the application of Section 409A of the Code, the Participant and the Corporation agree to cooperate and work together in good faith to timely amend this Agreement so that the Target Award and dividend equivalent rights will not be treated as deferred compensation subject to the requirements of Section 409A of the Code.
(e) The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to principles of conflicts of law; provided, however, that matters of corporate law, including the issuance of shares of Common Stock, shall be governed by the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.
WELLTOWER INC.
By: ______________________________
[Signature]
Name: ___________________________
Title: ____________________________
3
EXHIBIT 21 | |
Subsidiary Name | Jurisdiction of Organization |
0722548 B.C. Ltd. | British Columbia |
10 Devon Drive Acton LLC | Delaware |
100 Knoedler Road, LLC | Delaware |
100 Trich Drive LLC | Delaware |
1000 Aston Gardens Drive, LLC | Delaware |
101 Bickford Extension Avon LLC | Delaware |
101 Membership Holding Company I of Pennsylvania, Inc. | Pennsylvania |
101052983 Saskatchewan Ltd. | Saskatchewan |
10225 Cypresswood Drive, LLC | Delaware |
10475 Wilshire Boulevard Borrower, LLC | Delaware |
10475 Wilshire Boulevard, LLC | Delaware |
10600 East 13th Street North, LLC | Delaware |
10700 Charter Drive LLC | Delaware |
10710 Charter Drive LLC | Delaware |
10800 Potomac Tennis Lane Holdco LLC | Delaware |
10800 Potomac Tennis Lane LLC | Delaware |
111 South Shore Drive East Haven LLC | Delaware |
1118 N. Stoneman Avenue, LLC | Delaware |
11320 North Council Road, LLC | Delaware |
1133 Black Rock Road, LLC | Delaware |
1137915 B.C. Ltd. | British Columbia |
1160 Elm Street Rocky Hill LLC | Delaware |
1160 Main Street Leominster LLC | Delaware |
1185 Davidson Road, LLC | Delaware |
1220 La Venta Drive Westlake Medical LLC | Delaware |
1221 Seventh Street, LLC | Delaware |
1231356 Ontario Limited | Ontario |
1250 La Venta Drive Community Medical LLC | Delaware |
126 Smith Street Waltham LLC | Delaware |
12951 W. Linebaugh Avenue, LLC | Delaware |
1301489 Ontario Limited | Ontario |
13075 Evening Creek Drive South, LLC | Delaware |
1311 Aston Gardens Court, LLC | Delaware |
1312417 Ontario Limited | Ontario |
13200 South May Avenue, LLC | Delaware |
139 East 56th Street Investor LLC | Delaware |
139 East 56th Street Landlord LLC | Delaware |
139 East 56th Street Landlord Mezz LLC | Delaware |
1405 Limekiln Pike, LLC | Delaware |
14707 Northville Road, LLC | Delaware |
1500 Borden Road, LLC | Delaware |
1528670 Ontario Limited | Ontario |
153 Cardinal Drive Agawam LLC | Delaware |
15401 North Pennsylvania Avenue, LLC | Delaware |
157 South Street Plymouth LLC | Delaware |
1574 Creekside Drive Folsom, LLC | California |
1600 Center Road, LLC | Delaware |
1640 Newport Blvd. LP | Delaware |
180 Scott Road Waterbury LLC | Delaware |
1931 Southwest Arvonia Place, LLC | Delaware |
1936 Brookdale Road, LLC | Delaware |
199 Chelmsford Street Chelmsford LLC | Delaware |
2 Technology Drive North Chelmsford LLC | Delaware |
20 Academy Lane LLC | Delaware |
20 Charnstaffe Lane Billerica LLC | Delaware |
2000 Emerald Court LLC | Delaware |
2003 Falls Boulevard Quincy LLC | Delaware |
20207 Chasewood Park Drive LLC | Delaware |
2035244 Ontario Inc. | Ontario |
2050 North Webb Road, LLC | Delaware |
21 Bradley Road Woodbridge LLC | Delaware |
2101 New Hope Street, LLC | Delaware |
22 Richardson Road Centerville LLC | Delaware |
220 North Clark Drive, LLC | Delaware |
2200 NW Myhre Road LLC | Delaware |
2217 Decatur Highway LLC | Delaware |
22955 Eastex Freeway, LLC | Delaware |
2300 Washington Street Newton LLC | Delaware |
231 Courtyard Boulevard, LLC | Delaware |
2325 Rockwell Drive, LLC | Delaware |
2340829 Ontario Inc. | Ontario |
2340830 Ontario Inc. | Ontario |
2387 Boston Road Wilbraham LLC | Delaware |
239 Cross Road LLC | Delaware |
240 E. Third Street, LLC | Delaware |
2419 North Euclid Avenue Upland, LLC | California |
242 Main Street Salem LLC | Delaware |
246A Federal Road Brookfield LLC | Delaware |
25 Cobb Street Mansfield LLC | Delaware |
254 Amesbury Road Haverhill LLC | Delaware |
27 Forest Falls Drive Yarmouth LLC | Delaware |
27 Woodvale Road, LLC | Delaware |
2721 Willow Street LP | Delaware |
2750 Reservoir Avenue Trumbull LLC | Delaware |
27783 Center Drive LP | Delaware |
280 Newtonville Avenue Newton LLC | Delaware |
2800 60th Avenue West, LLC | Delaware |
2860 Country Drive, LLC | Delaware |
2929 West Holcombe Boulevard, LLC | Delaware |
300 Pleasant Street Concord LLC | Delaware |
300 St. Albans Drive, LP | Delaware |
303 Valley Road Middletown LLC | Delaware |
303 West Lake Street LLC | Delaware |
311 Main Street Shrewsbury LLC | Delaware |
3220 Peterson Road, LLC | Delaware |
340 May Street Worcester LLC | Delaware |
3485 Independence Drive LLC | Delaware |
35 Fenton Street, LLC | Delaware |
35 Hamden Hills Drive Hamden LLC | Delaware |
350 Locust Drive, LLC | Delaware |
3535 Manchester Avenue Borrower, LLC | Delaware |
3535 Manchester Avenue, LLC | Delaware |
3535 N. Hall Street, LLC | Delaware |
3650 Southeast 18th Avenue, LLC | Delaware |
4 Forge Hill Road Franklin LLC | Delaware |
4 Wallace Bashaw Junior Way LLC | Delaware |
4000 San Pablo Parkway, LLC | Kansas |
405 Bedford LP | Delaware |
415 Bedford LP | Delaware |
416 Bedford LP | Delaware |
417 Main Street Niantic LLC | Delaware |
4206 Stammer Place, LLC | Delaware |
430 Centre Street Newton LLC | Delaware |
430 North Union Road, LLC | Delaware |
4310 Bee Cave Road, LLC | Delaware |
4315 Johns Creek Parkway, LLC | Delaware |
432 Buckland Road South Windsor LLC | Delaware |
435 Bedford LLC | Delaware |
4402 South 129th Avenue West, LLC | Delaware |
444 Merrick Road LLC | Delaware |
450 South Kitsap Boulevard LLC | Delaware |
4500 Dorr Street Holdings, LLC | Delaware |
4775 Village Drive, LLC | Delaware |
4800 Aston Gardens Way, LLC | Delaware |
4855 Snyder Lane, LLC | Delaware |
5 Corporate Drive Bedford LLC | Delaware |
50 Greenleaf Way LLC | Delaware |
50 Sutherland Road Brighton LLC | Delaware |
50 Town Court, LLC | Delaware |
500 Seven Fields Boulevard, LLC | Delaware |
504 North River Road, LLC | Delaware |
505 North Maize Road, LLC | Delaware |
511 Kensington Avenue Meriden LLC | Delaware |
5300 West 29th Street, LLC | Delaware |
5301 Creedmoor Road, LP | Delaware |
5455 Glenridge Drive, NE, LLC | Delaware |
5521 Village Creek Drive, LLC | Delaware |
557140 B.C. Ltd. | British Columbia |
5939 Roosevelt Boulevard, LLC | Kansas |
5999 N. University Drive, LLC | Delaware |
60 Stafford Street LLC | Delaware |
601 West Highway 6 LLC | Delaware |
6011 Farrington Road LLC | Delaware |
6144 Airport Boulevard LLC | Delaware |
640 Danbury Road Ridgefield LLC | Delaware |
645 Saybrook Road Middletown LLC | Delaware |
6605 Quail Hollow Road, LLC | Delaware |
674 West Hollis Street Nashua LLC | Delaware |
687 Harbor Road Shelburne LLC | Delaware |
700 Chickering Road North Andover LLC | Delaware |
700 Smith Street Providence LLC | Delaware |
7001 Forest Avenue, LLC | Delaware |
701 Market Street, LLC | Delaware |
701 W. 71st Street South, LLC | Delaware |
708A Bridgeport Avenue Shelton LLC | Delaware |
731 Old Buck Lane, LLC | Delaware |
75 Minnesota Avenue Warwick LLC | Delaware |
77 Plains Road LLC | Delaware |
7900 Creedmoor Road, LP | Delaware |
7902 South Mingo Road East, LLC | Delaware |
7950 Baybranch Drive, LLC | Delaware |
799 Yellowstone Drive, LLC | Delaware |
800 Canadian Trails Drive, LLC | Delaware |
800 Oregon Street, LLC | Delaware |
8010 East Mississippi Avenue, LLC | Delaware |
8220 Natures Way, LLC | Delaware |
831 Santa Barbara Boulevard, LLC | Delaware |
867 York Road Associates, LLC | Pennsylvania |
880 Greendale Avenue LLC | Delaware |
9 Summer Street Danvers LLC | Delaware |
90 Avenue S.W. Property Inc. | British Columbia |
90 West Avenue, LLC | Delaware |
9108-9458 Quebec Inc. | Quebec |
9128-6757 Quebec Inc. | Quebec |
9131-6844 Quebec Inc. | Quebec |
9168-0215 Quebec Inc. | Quebec |
9188-4502 Quebec Inc. | Quebec |
9189-2042 Quebec Inc. | Quebec |
9198-9541 Quebec Inc. | Quebec |
9208-0837 Quebec Inc. | Quebec |
9307-0985 Quebec Inc. | Quebec |
9307-1306 Quebec Inc. | Quebec |
9307-1348 Quebec Inc. | Quebec |
9314-3410 Quebec Inc. | Quebec |
935 Union Lake Road, LLC | Delaware |
965 Hager Drive, LLC | Delaware |
ADS/Multicare, Inc. | Delaware |
AL Santa Monica Senior Housing, LP | Delaware |
Alberta Acres Facility Inc. | Ontario |
Amherst View (Bath Road) Facility Inc. | Ontario |
Apple Valley Operating Corp. | Massachusetts |
ARC Minnetonka, LLC | Delaware |
ARC Tucson, LLC | Delaware |
Arcadia Associates | Massachusetts |
Arnprior Villa Facility Inc. | Ontario |
ASL, Inc. | Massachusetts |
Aurora Propco 1 Limited | United Kingdom |
Aurora Propco 2 Limited | United Kingdom |
Avery Healthcare Group Limited | United Kingdom |
BAL Holdings II, LLC | Delaware |
BAL Holdings VII, LLC | Delaware |
BAL Howell LLC | Delaware |
BAL Longwood LLC | Pennsylvania |
Ballard Healthcare Investors, LLC | Delaware |
Baton Rouge LA Senior Living Owner, LLC | Delaware |
Bayfield Court Operations Limited | United Kingdom |
Bel Air Healthcare Investors, LLC | Delaware |
Belmont Village Buckhead Tenant, LLC | Delaware |
Belmont Village Buffalo Grove Tenant, LLC | Delaware |
Belmont Village Buffalo Grove, L.L.C. | Delaware |
Belmont Village Burbank Tenant, LLC | Delaware |
Belmont Village Burbank, LLC | Delaware |
Belmont Village Cardiff Tenant, LLC | Delaware |
Belmont Village Carol Stream, L.L.C. | Delaware |
Belmont Village Encino Tenant, LLC | Delaware |
Belmont Village Encino, LLC | Delaware |
Belmont Village Geneva Road Tenant, LLC | Delaware |
Belmont Village Glenview Tenant, LLC | Delaware |
Belmont Village Glenview, L.L.C. | Delaware |
Belmont Village Green Hills Tenant, LLC | Delaware |
Belmont Village Hollywood Tenant, LLC | Delaware |
Belmont Village Hollywood, LLC | Delaware |
Belmont Village Johns Creek Tenant, LLC | Delaware |
Belmont Village Landlord 3, LLC | Delaware |
Belmont Village Landlord 4, LP | Delaware |
Belmont Village Landlord, LLC | Delaware |
Belmont Village Memphis Tenant, LLC | Delaware |
Belmont Village Oak Park Tenant, LLC | Delaware |
Belmont Village Oak Park, L.L.C. | Delaware |
Belmont Village Rancho Palos Verdes Tenant, LLC | Delaware |
Belmont Village RPV, LLC | Delaware |
Belmont Village Sabre Springs Tenant, LLC | Delaware |
Belmont Village San Jose Tenant, LLC | Delaware |
Belmont Village San Jose, LLC | Delaware |
Belmont Village St. Matthews Tenant, LLC | Delaware |
Belmont Village St. Matthews, L.L.C. | Delaware |
Belmont Village Sunnyvale Tenant, LLC | Delaware |
Belmont Village Sunnyvale, LLC | Delaware |
Belmont Village Tenant 2, LLC | Delaware |
Belmont Village Tenant 3, LLC | Delaware |
Belmont Village Tenant, LLC | Delaware |
Belmont Village Turtle Creek Tenant, LLC | Delaware |
Belmont Village West Lake Hills Tenant, LLC | Delaware |
Belmont Village West University Tenant, LLC | Delaware |
Belmont Village Westwood Tenant, LLC | Delaware |
Benchmark Investments X LLC | Delaware |
Benchmark Investments XI LLC | Delaware |
Benchmark Investments XII LLC | Delaware |
Benchmark Investments XIV LLC | Delaware |
Berks Nursing Homes, Inc. | Pennsylvania |
Berkshire Subtenant LP | Delaware |
BKD-HCN Landlord, LLC | Delaware |
BKD-HCN Tenant, LLC | Delaware |
Boardman Physicians LLC | Delaware |
Breyut Convalescent Center, L.L.C. | New Jersey |
Broadway 85th Investor LLC | Delaware |
Broadway 85th Landlord Mezz LLC | Delaware |
Broadway 85th LLC | Delaware |
Broadway 85th Tenant LLC | Delaware |
Broadway 85th Tenant Mezz LLC | Delaware |
Brockport Tenant, LLC | Delaware |
Brockville Facility Inc. | Ontario |
Brooklyn Healthcare Investors, LLC | Delaware |
Broomfield CO Senior Living Owner, LLC | Delaware |
Burbank Subtenant LP | Delaware |
Burlington Woods Convalescent Center, Inc. | New Jersey |
Bushey Property Holdings S.a.r.l. | Luxembourg |
B-X Agawam LLC | Delaware |
B-X Avon LLC | Delaware |
B-X Brighton LLC | Delaware |
B-X Brookfield LLC | Delaware |
B-X Centerville LLC | Delaware |
B-X Concord LLC | Delaware |
B-X Danvers LLC | Delaware |
B-X East Haven LLC | Delaware |
B-X Hamden LLC | Delaware |
B-X Mansfield LLC | Delaware |
B-X Meriden LLC | Delaware |
B-X Middletown CT LLC | Delaware |
B-X Middletown RI LLC | Delaware |
B-X Milford LLC | Delaware |
B-X Mystic LLC | Delaware |
B-X Newton LLC | Delaware |
B-X Newton Lower Falls LLC | Delaware |
B-X Newtonville LLC | Delaware |
B-X Niantic LLC | Delaware |
B-X North Andover LLC | Delaware |
B-X North Chelmsford LLC | Delaware |
B-X Operations Holding Company LLC | Delaware |
B-X Providence LLC | Delaware |
B-X Quincy LLC | Delaware |
B-X Rocky Hill LLC | Delaware |
B-X Salem LLC | Delaware |
B-X Shelburne LLC | Delaware |
B-X South Windsor LLC | Delaware |
B-X Trumbull LLC | Delaware |
B-X Warwick LLC | Delaware |
B-X Waterbury LLC | Delaware |
B-X Wilbraham LLC | Delaware |
B-X Willows Cottages LLC | Delaware |
B-X Willows Cottages Trustee LLC | Delaware |
B-X Woodbridge LLC | Delaware |
B-X Worcester LLC | Delaware |
B-X Yarmouth LLC | Delaware |
B-XI Acton LLC | Delaware |
B-XI Bedford LLC | Delaware |
B-XI Franklin LLC | Delaware |
B-XI Operations Holding Company LLC | Delaware |
B-XII Billerica LLC | Delaware |
B-XII Chelmsford LLC | Delaware |
B-XII Danvers LLC | Delaware |
B-XII Haverhill LLC | Delaware |
B-XII Leominster LLC | Delaware |
B-XII Nashua LLC | Delaware |
B-XII Operations Holding Company LLC | Delaware |
B-XII Plymouth LLC | Delaware |
B-XII Ridgefield LLC | Delaware |
B-XII Shrewsbury LLC | Delaware |
B-XII Waltham LLC | Delaware |
B-XIV Operations Holding Company LLC | Delaware |
B-XIV Shelton LLC | Delaware |
Camelia Care Limited | United Kingdom |
Cassils Road West Property Inc. | British Columbia |
Castle Rock Healthcare Investors, LLC | Delaware |
Cerritos Subtenant LP | Delaware |
Churchill Facility Inc. | Ontario |
Cincinnati Physicians, LLC | Delaware |
Claremont Facility Inc. | Ontario |
Columbia Boulevard West Property Inc. | British Columbia |
Concord Health Group, Inc. | Delaware |
Coon Rapids Healthcare Investors, LLC | Delaware |
Coventry Subtenant LP | Delaware |
CPF Landlord, LLC | Delaware |
Crestview Convalescent Home, Inc. | Pennsylvania |
Crestview North, Inc. | Pennsylvania |
CSH-HCN (Alexander) Inc. | Ontario |
CSH-HCN (Avondale) Inc. | Ontario |
CSH-HCN (Belcourt) Inc. | Ontario |
CSH-HCN (Christopher) Inc. | Ontario |
CSH-HCN (Fountains) Inc. | Ontario |
CSH-HCN (Gordon) Inc. | Ontario |
CSH-HCN (Heritage) Inc. | Ontario |
CSH-HCN (Kingsville) Inc. | Ontario |
CSH-HCN (Lansing) Inc. | Ontario |
CSH-HCN (Leamington) Inc. | Ontario |
CSH-HCN (Livingston) Inc. | Ontario |
CSH-HCN (Marquis) Inc. | Ontario |
CSH-HCN (McConnell) Inc. | Ontario |
CSH-HCN (Pines) Inc. | Ontario |
CSH-HCN (Regent Park) Inc. | Canada |
CSH-HCN (Rideau) Inc. | Ontario |
CSH-HCN (Royalcliffe) Inc. | Ontario |
CSH-HCN (Scarlett) Inc. | Ontario |
CSH-HCN (Tranquility) Inc. | Ontario |
CSH-HCN Lessee (Alexander) GP Inc. | Ontario |
CSH-HCN Lessee (Alexander) LP | Ontario |
CSH-HCN Lessee (Archer) GP Inc. | Ontario |
CSH-HCN Lessee (Archer) LP | Ontario |
CSH-HCN Lessee (Avondale) GP Inc. | Ontario |
CSH-HCN Lessee (Avondale) LP | Ontario |
CSH-HCN Lessee (Belcourt) GP Inc. | Ontario |
CSH-HCN Lessee (Belcourt) LP | Ontario |
CSH-HCN Lessee (Boulogne) GP Inc. | Ontario |
CSH-HCN Lessee (Boulogne) LP | Ontario |
CSH-HCN Lessee (Chicoutimi) GP Inc. | Ontario |
CSH-HCN Lessee (Chicoutimi) LP | Ontario |
CSH-HCN Lessee (Christopher) GP Inc. | Ontario |
CSH-HCN Lessee (Christopher) LP | Ontario |
CSH-HCN Lessee (Ecores) GP Inc. | Ontario |
CSH-HCN Lessee (Ecores) LP | Ontario |
CSH-HCN Lessee (Fountains) GP Inc. | Ontario |
CSH-HCN Lessee (Fountains) LP | Ontario |
CSH-HCN Lessee (Giffard) GP Inc. | Ontario |
CSH-HCN Lessee (Giffard) LP | Ontario |
CSH-HCN Lessee (Gordon) GP Inc. | Ontario |
CSH-HCN Lessee (Gordon) LP | Ontario |
CSH-HCN Lessee (Harmonie) GP Inc. | Ontario |
CSH-HCN Lessee (Harmonie) LP | Ontario |
CSH-HCN Lessee (Heritage) GP Inc. | Ontario |
CSH-HCN Lessee (Heritage) LP | Ontario |
CSH-HCN Lessee (Imperial) GP Inc. | Ontario |
CSH-HCN Lessee (Imperial) LP | Ontario |
CSH-HCN Lessee (Jonquiere) GP Inc. | Ontario |
CSH-HCN Lessee (Jonquiere) LP | Ontario |
CSH-HCN Lessee (Kingsville) GP Inc. | Ontario |
CSH-HCN Lessee (Kingsville) LP | Ontario |
CSH-HCN Lessee (Lachine) GP Inc. | Ontario |
CSH-HCN Lessee (Lachine) LP | Ontario |
CSH-HCN Lessee (Lansing) GP Inc. | Ontario |
CSH-HCN Lessee (Lansing) LP | Ontario |
CSH-HCN Lessee (l'Atrium) GP Inc. | Ontario |
CSH-HCN Lessee (l'Atrium) LP | Ontario |
CSH-HCN Lessee (Laviolette) GP Inc. | Ontario |
CSH-HCN Lessee (Laviolette) LP | Ontario |
CSH-HCN Lessee (Leamington) GP Inc. | Ontario |
CSH-HCN Lessee (Leamington) LP | Ontario |
CSH-HCN Lessee (L'Ermitage) GP Inc. | Ontario |
CSH-HCN Lessee (l'Ermitage) LP | Ontario |
CSH-HCN Lessee (L'Estrie) GP Inc. | Ontario |
CSH-HCN Lessee (L'Estrie) LP | Ontario |
CSH-HCN Lessee (Livingston) GP Inc. | Ontario |
CSH-HCN Lessee (Livingston) LP | Ontario |
CSH-HCN Lessee (Marquis) GP Inc. | Ontario |
CSH-HCN Lessee (Marquis) LP | Ontario |
CSH-HCN Lessee (McConnell) GP Inc. | Ontario |
CSH-HCN Lessee (McConnell) LP | Ontario |
CSH-HCN Lessee (Notre-Dame) GP Inc. | Ontario |
CSH-HCN Lessee (Notre-Dame) LP | Ontario |
CSH-HCN Lessee (Pines) GP Inc. | Ontario |
CSH-HCN Lessee (Pines) LP | Ontario |
CSH-HCN Lessee (Pointe-Aux-Trembles) GP Inc. | Ontario |
CSH-HCN Lessee (Pointe-Aux-Trembles) LP | Ontario |
CSH-HCN Lessee (Renaissance) GP Inc. | Ontario |
CSH-HCN Lessee (Renaissance) LP | Ontario |
CSH-HCN Lessee (Rideau) GP Inc. | Ontario |
CSH-HCN Lessee (Rideau) LP | Ontario |
CSH-HCN Lessee (Rive-Sud) GP Inc. | Ontario |
CSH-HCN Lessee (Rive-Sud) LP | Ontario |
CSH-HCN Lessee (Royalcliffe) GP Inc. | Ontario |
CSH-HCN Lessee (Royalcliffe) LP | Ontario |
CSH-HCN Lessee (Saguenay) GP Inc. | Ontario |
CSH-HCN Lessee (Saguenay) LP | Ontario |
CSH-HCN Lessee (Saint-Jerome) GP Inc. | Ontario |
CSH-HCN Lessee (Saint-Jerome) LP | Ontario |
CSH-HCN Lessee (Scarlett) GP Inc. | Ontario |
CSH-HCN Lessee (Scarlett) LP | Ontario |
CSH-HCN Lessee (Tranquility) GP Inc. | Ontario |
CSH-HCN Lessee (Tranquility) LP | Ontario |
CSH-HCN Lessee (Trembles) GP Inc. | Ontario |
CSH-HCN Lessee (Trembles) LP | Ontario |
CSH-HCN Lessee (Wellesley) GP Inc. | Ontario |
CSH-HCN Lessee (Wellesley) LP | Ontario |
Cumberland Associates Of Rhode Island, L.P. | Delaware |
CW Property Inc. | British Columbia |
Dawn Opco II Limited | United Kingdom |
Dawn Opco Limited | United Kingdom |
DELM Nursing, Inc. | Pennsylvania |
Denver Tenant, LLC | Delaware |
Dover Health Care Associates, Inc. | Delaware |
DRF Boardman LLC | Minnesota |
DRF Durango LLC | Minnesota |
DRF Fenton LLC | Minnesota |
DRF Gig Harbor LLC | Minnesota |
DRF Monticello Medical Building LLC | Minnesota |
DRF Shawnee Mission LLC | Minnesota |
DRF South Valley LLC | Minnesota |
DRF Westminster LLC | Minnesota |
DSG-2010 Loans I, Inc. | Delaware |
DSL Landlord, LLC | Delaware |
DSL Tenant, LLC | Delaware |
Dublin Senior Community DRV, LLC | Oklahoma |
Dublin Senior Community WPP, LLC | Oklahoma |
East 56th Street Investor LLC | Delaware |
East 56th Street Tenant LLC | Delaware |
Edgemont Facility Inc. | Ontario |
Element Acquisition Sub. 3, LLC | Delaware |
Encare Of Mendham, L.L.C. | New Jersey |
EPOCH at Hingham Subtenant, LLC | Delaware |
EPOCH at Wellesley Subtenant, LLC | Delaware |
EPOCH at Westford Subtenant, LLC | Delaware |
EPOCH Landlord, LLC | Delaware |
EPOCH Tenant, LLC | Delaware |
Faribault Assisted Living, LLC | Minnesota |
FCA Finance B Secured Party, LLC | Delaware |
FC-GEN Acquisition Holding, LLC | Delaware |
FC-GEN Acquisition, Inc. | Delaware |
FC-GEN Real Estate, LLC | Delaware |
FC-JEN Leasing, LLC | Delaware |
FHC Mount Vernon LLC | Minnesota |
Fieldgate Facility Inc. | Ontario |
First Tower Holdco, LLC | Delaware |
First Tower Insurance, LLC | Tennessee |
FLA-PALM COURT Limited Partnership | Florida |
Fleetwood Villa Facility Inc. | Ontario |
G & L Tustin III, LP | Delaware |
G&L 4150 Regents LP | Delaware |
G&L 436 Bedford LLC | Delaware |
Gemini KC Land, L.L.C. | Oklahoma |
Gemini Las Colinas, L.L.C. | Oklahoma |
Gemini Villa Ventura, L.L.C. | Oklahoma |
Gemini Wexford, L.L.C. | Oklahoma |
Genesis ElderCare Centers - Harston, Inc. | Pennsylvania |
Genesis Eldercare Corp. | Delaware |
Genesis Eldercare National Centers, Inc. | Florida |
Genesis Health Ventures of Bloomfield, Inc. | Pennsylvania |
Genesis Health Ventures of Clarks Summit, Inc. | Pennsylvania |
Genesis Health Ventures of Massachusetts, Inc. | Pennsylvania |
Genesis Health Ventures of Naugatuck, Inc. | Pennsylvania |
Genesis Health Ventures of Salisbury, Inc. | Pennsylvania |
Genesis Health Ventures of West Virginia, Inc. | Pennsylvania |
Genesis Health Ventures of Wilkes-Barre, Inc. | Pennsylvania |
Genesis Healthcare Centers Holdings, Inc. | Delaware |
Genesis HealthCare Corporation | Pennsylvania |
Genesis Healthcare Holding Company I, Inc. | Delaware |
Genesis Healthcare Holding Company II, Inc. | Delaware |
Genesis Meridian 7 Leasing Properties Limited Partnership, L.L.P. | Virginia |
Genesis Meridian 7 Partnership Holding Company L.L.C. | Delaware |
Genesis Properties Of Delaware Corporation | Delaware |
Genesis Properties Of Delaware Ltd. Partnership, L.P. | Delaware |
Genoa Healthcare Investors, LLC | Delaware |
Geriatric & Medical Companies, Inc. | Delaware |
Geriatric and Medical Services, Inc. | New Jersey |
Geri-Med Corp. | Pennsylvania |
Gig Harbor Physicians, LLC | Delaware |
Gilbert AZ Senior Living Owner, LLC | Delaware |
Glenmark Associates - Dawnview Manor, Inc. | West Virginia |
Glenmark Associates, Inc. | West Virginia |
Golden Gate Subtenant LP | Delaware |
Grace Lodge Care Holdings S.a.r.l. | Luxembourg |
Grace Lodge Care Operating S.a.r.l. | Luxembourg |
Grace Lodge Care S.a.r.l. | Luxembourg |
Gracewell (Newmarket) Limited | United Kingdom |
Gracewell Healthcare 1 Limited | United Kingdom |
Gracewell Healthcare 2 Limited | United Kingdom |
Gracewell Healthcare 3 Limited | United Kingdom |
Gracewell Healthcare 4 Limited | United Kingdom |
Gracewell Investment No.2 S.a.r.l. | Luxembourg |
Gracewell Investment No.3 S.a.r.l. | Luxembourg |
Gracewell Investment No.4 S.a.r.l. | Luxembourg |
Gracewell Noosa Devco (Woking) S.a.r.l. | Luxembourg |
Gracewell Noosa Propco (Woking) S.a.r.l. | Luxembourg |
Gracewell Operations Holding Limited | United Kingdom |
Gracewell Properties (Abercorn) S.a.r.l. | Luxembourg |
Gracewell Properties (Adderbury) S.a.r.l. | Luxembourg |
Gracewell Properties (Bath) S.a.r.l. | Luxembourg |
Gracewell Properties (Birmingham) S.a.r.l. | Luxembourg |
Gracewell Properties (Bournville) S.a.r.l. | Luxembourg |
Gracewell Properties (Church Crookham) S.a.r.l. | Luxembourg |
Gracewell Properties (Fareham) S.a.r.l. | Luxembourg |
Gracewell Properties (Frome) S.a.r.l. | Luxembourg |
Gracewell Properties (Hamilton) S.a.r.l. | Luxembourg |
Gracewell Properties (Horley) S.a.r.l. | Luxembourg |
Gracewell Properties (Kentford) S.a.r.l. | Luxembourg |
Gracewell Properties (Lane End) S.a.r.l. | Luxembourg |
Gracewell Properties (Little Bookham) S.a.r.l. | Luxembourg |
Gracewell Properties (Newbury) S.a.r.l. | Luxembourg |
Gracewell Properties (Pines) S.a.r.l. | Luxembourg |
Gracewell Properties (Salisbury) S.a.r.l. | Luxembourg |
Gracewell Properties (Shelbourne) S.a.r.l. | Luxembourg |
Gracewell Properties (Solihull) S.a.r.l. | Luxembourg |
Gracewell Properties (Sutton Coldfield) S.a.r.l. | Luxembourg |
Gracewell Properties (Sutton) S.a.r.l. | Luxembourg |
Gracewell Properties (Weymouth) S.a.r.l. | Luxembourg |
Gracewell Properties (Woking) S.a.r.l. | Luxembourg |
Gracewell Properties Holding S.a.r.l. | Luxembourg |
Grand Ledge I, LLC | Delaware |
Greenspring Meridian Limited Partnership | Maryland |
Groton Associates Of Connecticut, L.P. | Delaware |
Grove City Care 2015, LLC | Michigan |
GWC-Crestwood, Inc. | Virginia |
GWC-Dix Hills, Inc. | Virginia |
GWC-East 56th Street Inc. | Virginia |
GWC-East Meadow, Inc. | Virginia |
GWC-East Setauket, Inc. | Virginia |
GWC-Glen Cove, Inc. | Virginia |
GWC-Holbrook, Inc. | Virginia |
GWC-Huntington Terrace Inc. | Virginia |
GWC-Plainview, Inc. | Virginia |
GWC-Savoy Inc. | Virginia |
GWC-West Babylon, Inc. | Virginia |
Habitation Domaine Des Trembles Inc. | Quebec |
Habitation Faubourg Giffard Inc. | Quebec |
Hammonds Lane Meridian Limited Partnership | Maryland |
Harbor Crest Tenant, LLC | Delaware |
Harnett Health Investors, LP | Virginia |
Hawthorns Retirement Group UK Limited | United Kingdom |
Hawthorns Retirement Management Limited | United Kingdom |
Hawthorns Retirement UK Limited | United Kingdom |
HCN (Pembroke) Property Inc. | British Columbia |
HCN (ROSEHILL) PROPERTY INC. | Ontario |
HCN (Stonehaven) Property Inc. | British Columbia |
HCN Canadian Holdings GP-1 Ltd. | Ontario |
HCN Canadian Holdings LP-1 Ltd. | Ontario |
HCN Canadian Holdings-1 LP | Ontario |
HCN Canadian Holdings-1 Subco Ltd. | Ontario |
HCN Canadian Investment (Regent Park) LP | Ontario |
HCN Canadian Investment-1 LP | Ontario |
HCN Canadian Investment-4 LP | Ontario |
HCN Canadian Investment-5 LP | Ontario |
HCN Canadian Investment-5 ULC | British Columbia |
HCN Canadian Leasing (British Columbia) Ltd. | British Columbia |
HCN Canadian Leasing Ltd. | Ontario |
HCN Canadian Leasing-2 Ltd. | British Columbia |
HCN Canadian Leasing-3 Ltd. | British Columbia |
HCN Canadian Leasing-4 Ltd. | British Columbia |
HCN Canadian Management Services Ltd. | Ontario |
HCN Canadian Properties Inc. | New Brunswick |
HCN Development Services Group, Inc. | Indiana |
HCN DownREIT Member GP, LLC | Delaware |
HCN DownREIT Member JV, LP | Delaware |
HCN DownREIT Member, LLC | Delaware |
HCN DSL Member GP, LLC | Delaware |
HCN DSL Member JV, LP | Delaware |
HCN DSL Member REIT, LLC | Delaware |
HCN DSL Member TRS, LLC | Delaware |
HCN Emerald Holdings, LLC | Delaware |
HCN Fountains Leasing Ltd. | British Columbia |
HCN G&L DownREIT II GP, LLC | Delaware |
HCN G&L DownREIT II, LLC | Delaware |
HCN G&L DownREIT LLC | Delaware |
HCN G&L Holy Cross Sub, LLC | Delaware |
HCN G&L Roxbury Sub, LLC | Delaware |
HCN G&L Santa Clarita Sub, LLC | Delaware |
HCN G&L Valencia Sub, LLC | Delaware |
HCN Imperial Leasing Ltd. | British Columbia |
HCN Interra Lake Travis LTACH, LLC | Delaware |
HCN Investment (Regent Park) GP Ltd. | Ontario |
HCN Investment GP-1 Ltd. | Ontario |
HCN Investment GP-4 Ltd. | Ontario |
HCN Investment GP-5 Ltd. | Ontario |
HCN Kensington Victoria Leasing Ltd. | British Columbia |
HCN Lake Travis Holdings, LLC | Delaware |
HCN Lake Travis Property Two, LLC | Delaware |
HCN Lessee (Pembroke) GP Inc. | British Columbia |
HCN Lessee (Pembroke) LP | Ontario |
HCN Lessee (Stonehaven) GP Inc. | British Columbia |
HCN Lessee (Stonehaven) LP | Ontario |
HCN Portsmouth Leasing Ltd. | British Columbia |
HCN Purchasing Group, LLC | Delaware |
HCN Renaissance (Regal) Leasing Ltd. | British Columbia |
HCN Renaissance Leasing Ltd. | British Columbia |
HCN Ross Leasing Ltd. | British Columbia |
HCN Share Holdings JV GP, LLC | Delaware |
HCN Share Holdings JV, LP | Delaware |
HCN Sunwood Leasing Ltd. | British Columbia |
HCN UK Holdco Limited | Jersey |
HCN UK Investments Limited | Jersey |
HCN UK Management Services Limited | United Kingdom |
HCN-COGIR LESSEE GP INC. | Ontario |
HCN-COGIR LESSEE LP | Ontario |
HCN-Revera (Annex) Inc. | Ontario |
HCN-Revera (Appleby Place) Inc. | Ontario |
HCN-Revera (Aspen Ridge) Inc. | Ontario |
HCN-Revera (Beechwood) Inc. | Ontario |
HCN-Revera (Bough Beeches Place) Inc. | Ontario |
HCN-Revera (Centennial Park Place) Inc. | Ontario |
HCN-Revera (Churchill Place) Inc. | Ontario |
HCN-Revera (Colonel By) Inc. | Ontario |
HCN-Revera (Constitution Place) Inc. | Ontario |
HCN-Revera (Don Mills/Donway Place) Inc. | Ontario |
HCN-Revera (Edinburgh) Inc. | Ontario |
HCN-Revera (Evergreen) Inc. | Ontario |
HCN-Revera (Fergus Place) Inc. | Ontario |
HCN-Revera (Forest Hill Place) Inc. | Ontario |
HCN-Revera (Glynnwood) Inc. | Ontario |
HCN-Revera (Hollyburn House) Inc. | Ontario |
HCN-Revera (Inglewood) Inc. | Ontario |
HCN-Revera (Kensington Victoria) Inc. | Ontario |
HCN-Revera (Kensington) Inc. | Ontario |
HCN-Revera (Leaside) Inc. | Ontario |
HCN-Revera (Parkwood Court) Inc. | Ontario |
HCN-Revera (Parkwood Manor) Inc. | Ontario |
HCN-Revera (Parkwood Place) Inc. | Ontario |
HCN-Revera (Rayoak Place) Inc. | Ontario |
HCN-Revera (Regal) Limited Partnership | Ontario |
HCN-Revera (River Ridge) Inc. | Ontario |
HCN-Revera (Stone Lodge) Inc. | Ontario |
HCN-Revera (Valley Stream) Inc. | Ontario |
HCN-Revera (Victoria Place) Inc. | Ontario |
HCN-Revera (Weber) Inc. | Ontario |
HCN-Revera (Wellington) Inc. | Ontario |
HCN-Revera (Westwood) Inc. | Ontario |
HCN-Revera (Whitecliff) Inc. | Ontario |
HCN-Revera (Windermere on the Mount) Inc. | Ontario |
HCN-Revera Joint Venture GP Inc. | Ontario |
HCN-Revera Joint Venture Limited Partnership | Ontario |
HCN-Revera Joint Venture ULC | British Columbia |
HCN-Revera Lessee (Alta Vista) GP Inc. | Ontario |
HCN-Revera Lessee (Alta Vista) LP | Ontario |
HCN-Revera Lessee (Annex) GP Inc. | Ontario |
HCN-Revera Lessee (Annex) LP | Ontario |
HCN-Revera Lessee (Appleby Place) GP Inc. | Ontario |
HCN-Revera Lessee (Appleby Place) LP | Ontario |
HCN-Revera Lessee (Arnprior Villa) GP Inc. | Ontario |
HCN-Revera Lessee (Arnprior Villa) LP | Ontario |
HCN-Revera Lessee (Aspen Ridge) GP Inc. | Ontario |
HCN-Revera Lessee (Aspen Ridge) LP | Ontario |
HCN-Revera Lessee (Barrhaven) GP Inc. | Ontario |
HCN-Revera Lessee (Barrhaven) LP | Ontario |
HCN-Revera Lessee (Beechwood) GP Inc. | Ontario |
HCN-Revera Lessee (Beechwood) LP | Ontario |
HCN-Revera Lessee (Bentley Moose Jaw) GP Inc. | Ontario |
HCN-Revera Lessee (Bentley Moose Jaw) LP | Ontario |
HCN-Revera Lessee (Bentley Regina) GP Inc. | Ontario |
HCN-Revera Lessee (Bentley Regina) LP | Ontario |
HCN-Revera Lessee (Bentley Saskatoon) GP Inc. | Ontario |
HCN-Revera Lessee (Bentley Saskatoon) LP | Ontario |
HCN-Revera Lessee (Bentley Swift Current) GP Inc. | Ontario |
HCN-Revera Lessee (Bentley Swift Current) LP | Ontario |
HCN-Revera Lessee (Bentley Yorkton) GP Inc. | Ontario |
HCN-Revera Lessee (Bentley Yorkton) LP | Ontario |
HCN-Revera Lessee (Birkdale) GP Inc. | Ontario |
HCN-Revera Lessee (Birkdale) LP | Ontario |
HCN-Revera Lessee (Bough Beeches Place) GP Inc. | Ontario |
HCN-Revera Lessee (Bough Beeches Place) LP | Ontario |
HCN-Revera Lessee (Bradgate Arms) GP Inc. | Ontario |
HCN-Revera Lessee (Bradgate Arms) LP | Ontario |
HCN-Revera Lessee (Briargate) GP Inc. | Ontario |
HCN-Revera Lessee (Briargate) LP | Ontario |
HCN-Revera Lessee (Bridlewood Manor) GP Inc. | Ontario |
HCN-Revera Lessee (Bridlewood Manor) LP | Ontario |
HCN-Revera Lessee (Cambridge) GP Inc. | Ontario |
HCN-Revera Lessee (Cambridge) LP | Ontario |
HCN-Revera Lessee (Cedarcroft Place) GP Inc. | Ontario |
HCN-Revera Lessee (Cedarcroft Place) LP | Ontario |
HCN-Revera Lessee (Centennial Park Place) GP Inc. | Ontario |
HCN-Revera Lessee (Centennial Park Place) LP | Ontario |
HCN-Revera Lessee (Chateau Renoir) GP Inc. | Ontario |
HCN-Revera Lessee (Chateau Renoir) LP | Ontario |
HCN-Revera Lessee (Chatham) GP Inc. | Ontario |
HCN-Revera Lessee (Chatham) LP | Ontario |
HCN-Revera Lessee (Churchill Place) GP Inc. | Ontario |
HCN-Revera Lessee (Churchill Place) LP | Ontario |
HCN-Revera Lessee (Clair Matin) GP Inc. | Ontario |
HCN-Revera Lessee (Clair Matin) LP | Ontario |
HCN-Revera Lessee (Claremont) GP Inc. | Ontario |
HCN-Revera Lessee (Claremont) LP | Ontario |
HCN-Revera Lessee (Colonel By) GP Inc. | Ontario |
HCN-Revera Lessee (Colonel By) LP | Ontario |
HCN-Revera Lessee (Constitution Place) GP Inc. | Ontario |
HCN-Revera Lessee (Constitution Place) LP | Ontario |
HCN-Revera Lessee (Crofton Manor) GP Inc. | Ontario |
HCN-Revera Lessee (Crofton Manor) LP | Ontario |
HCN-Revera Lessee (Don Mills) GP Inc. | Ontario |
HCN-Revera Lessee (Don Mills) LP | Ontario |
HCN-Revera Lessee (Donway Place) GP Inc. | Ontario |
HCN-Revera Lessee (Donway Place) LP | Ontario |
HCN-Revera Lessee (Dorchester) GP Inc. | Ontario |
HCN-Revera Lessee (Dorchester) LP | Ontario |
HCN-Revera Lessee (Edgemont) GP Inc. | Ontario |
HCN-Revera Lessee (Edgemont) LP | Ontario |
HCN-Revera Lessee (Edinburgh) GP Inc. | Ontario |
HCN-Revera Lessee (Edinburgh) LP | Ontario |
HCN-Revera Lessee (Emerite de Brossard) GP Inc. | Ontario |
HCN-Revera Lessee (Emerite de Brossard) LP | Ontario |
HCN-Revera Lessee (Evergreen) GP Inc. | Ontario |
HCN-Revera Lessee (Evergreen) LP | Ontario |
HCN-Revera Lessee (Fergus Place) GP Inc. | Ontario |
HCN-Revera Lessee (Fergus Place) LP | Ontario |
HCN-Revera Lessee (Fleetwood Villa) GP Inc. | Ontario |
HCN-Revera Lessee (Fleetwood Villa) LP | Ontario |
HCN-Revera Lessee (Forest Hill Place) GP Inc. | Ontario |
HCN-Revera Lessee (Forest Hill Place) LP | Ontario |
HCN-Revera Lessee (Franklin) GP Inc. | Ontario |
HCN-Revera Lessee (Franklin) LP | Ontario |
HCN-Revera Lessee (Glynnwood) GP Inc. | Ontario |
HCN-Revera Lessee (Glynnwood) LP | Ontario |
HCN-Revera Lessee (Grand Wood) GP Inc. | Ontario |
HCN-Revera Lessee (Grand Wood) LP | Ontario |
HCN-Revera Lessee (Greenway) GP Inc. | Ontario |
HCN-Revera Lessee (Greenway) LP | Ontario |
HCN-Revera Lessee (Heartland) GP Inc. | Ontario |
HCN-Revera Lessee (Heartland) LP | Ontario |
HCN-Revera Lessee (Heritage Lodge) GP Inc. | Ontario |
HCN-Revera Lessee (Heritage Lodge) LP | Ontario |
HCN-Revera Lessee (Highland Place) GP Inc. | Ontario |
HCN-Revera Lessee (Highland Place) LP | Ontario |
HCN-Revera Lessee (Hollyburn House) GP Inc. | Ontario |
HCN-Revera Lessee (Hollyburn House) LP | Ontario |
HCN-Revera Lessee (Horizon Place) GP Inc. | Ontario |
HCN-Revera Lessee (Horizon Place) LP | Ontario |
HCN-Revera Lessee (Hunt Club Manor) GP Inc. | Ontario |
HCN-Revera Lessee (Hunt Club Manor) LP | Ontario |
HCN-Revera Lessee (Inglewood) GP Inc. | Ontario |
HCN-Revera Lessee (Inglewood) LP | Ontario |
HCN-Revera Lessee (Jardins du Couvent) GP Inc. | Ontario |
HCN-Revera Lessee (Jardins du Couvent) LP | Ontario |
HCN-Revera Lessee (Jardins Interieurs) GP Inc. | Ontario |
HCN-Revera Lessee (Jardins Interieurs) LP | Ontario |
HCN-Revera Lessee (Jardins Vaudreuil) GP Inc. | Ontario |
HCN-Revera Lessee (Jardins Vaudreuil) LP | Ontario |
HCN-Revera Lessee (Kensington Victoria) GP Inc. | Ontario |
HCN-Revera Lessee (Kensington Victoria) LP | Ontario |
HCN-Revera Lessee (Kensington) GP Inc. | Ontario |
HCN-Revera Lessee (Kensington) LP | Ontario |
HCN-Revera Lessee (King Gardens) GP Inc. | Ontario |
HCN-Revera Lessee (King Gardens) LP | Ontario |
HCN-Revera Lessee (Kingsway) GP Inc. | Ontario |
HCN-Revera Lessee (Kingsway) LP | Ontario |
HCN-Revera Lessee (Landmark Court) GP Inc. | Ontario |
HCN-Revera Lessee (Landmark Court) LP | Ontario |
HCN-Revera Lessee (Leaside) GP Inc. | Ontario |
HCN-Revera Lessee (Leaside) LP | Ontario |
HCN-Revera Lessee (Lundy Manor) GP Inc. | Ontario |
HCN-Revera Lessee (Lundy Manor) LP | Ontario |
HCN-Revera Lessee (Lynwood) GP Inc. | Ontario |
HCN-Revera Lessee (Lynwood) LP | Ontario |
HCN-Revera Lessee (Manoir Lafontaine) GP Inc. | Ontario |
HCN-Revera Lessee (Manoir Lafontaine) LP | Ontario |
HCN-Revera Lessee (Maplecrest) GP Inc. | Ontario |
HCN-Revera Lessee (Maplecrest) LP | Ontario |
HCN-Revera Lessee (Marian Chateau) GP Inc. | Ontario |
HCN-Revera Lessee (Marian Chateau) LP | Ontario |
HCN-Revera Lessee (McKenzie Towne) GP Inc. | Ontario |
HCN-Revera Lessee (McKenzie Towne) LP | Ontario |
HCN-Revera Lessee (Meadowlands) GP Inc. | Ontario |
HCN-Revera Lessee (Meadowlands) LP | Ontario |
HCN-Revera Lessee (Ogilvie Villa) GP Inc. | Ontario |
HCN-Revera Lessee (Ogilvie Villa) LP | Ontario |
HCN-Revera Lessee (Parkwood Court) GP Inc. | Ontario |
HCN-Revera Lessee (Parkwood Court) LP | Ontario |
HCN-Revera Lessee (Parkwood Manor) GP Inc. | Ontario |
HCN-Revera Lessee (Parkwood Manor) LP | Ontario |
HCN-Revera Lessee (Parkwood Place) GP Inc. | Ontario |
HCN-Revera Lessee (Parkwood Place) LP | Ontario |
HCN-Revera Lessee (Pavillon des Cedres) GP Inc. | Ontario |
HCN-Revera Lessee (Pavillon des Cedres) LP | Ontario |
HCN-Revera Lessee (Plymouth) GP Inc. | Ontario |
HCN-Revera Lessee (Plymouth) LP | Ontario |
HCN-Revera Lessee (Port Perry) GP Inc. | Ontario |
HCN-Revera Lessee (Port Perry) LP | Ontario |
HCN-Revera Lessee (Portobello) GP Inc. | Ontario |
HCN-Revera Lessee (Portobello) LP | Ontario |
HCN-Revera Lessee (Portsmouth) GP Inc. | Ontario |
HCN-Revera Lessee (Portsmouth) LP | Ontario |
HCN-Revera Lessee (Prince of Wales) GP Inc. | Ontario |
HCN-Revera Lessee (Prince of Wales) LP | Ontario |
HCN-Revera Lessee (Queenswood Villa) GP Inc. | Ontario |
HCN-Revera Lessee (Queenswood Villa) LP | Ontario |
HCN-Revera Lessee (Rayoak Place) GP Inc. | Ontario |
HCN-Revera Lessee (Rayoak Place) LP | Ontario |
HCN-Revera Lessee (Renaissance) GP Inc. | Ontario |
HCN-Revera Lessee (Renaissance) LP | Ontario |
HCN-Revera Lessee (River Ridge) GP Inc. | Ontario |
HCN-Revera Lessee (River Ridge) LP | Ontario |
HCN-Revera Lessee (Riverbend) GP Inc. | Ontario |
HCN-Revera Lessee (Riverbend) LP | Ontario |
HCN-Revera Lessee (Robertson House) GP Inc. | Ontario |
HCN-Revera Lessee (Robertson House) LP | Ontario |
HCN-Revera Lessee (Scenic Acres) GP Inc. | Ontario |
HCN-Revera Lessee (Scenic Acres) LP | Ontario |
HCN-Revera Lessee (St. Lawrence Place) GP Inc. | Ontario |
HCN-Revera Lessee (St. Lawrence Place) LP | Ontario |
HCN-Revera Lessee (Stittsville Villa) GP Inc. | Ontario |
HCN-Revera Lessee (Stittsville Villa) LP | Ontario |
HCN-Revera Lessee (Stone Lodge) GP Inc. | Ontario |
HCN-Revera Lessee (Stone Lodge) LP | Ontario |
HCN-Revera Lessee (Sunwood) GP Inc. | Ontario |
HCN-Revera Lessee (Sunwood) LP | Ontario |
HCN-Revera Lessee (Terrace Gardens) GP Inc. | Ontario |
HCN-Revera Lessee (Terrace Gardens) LP | Ontario |
HCN-Revera Lessee (The Churchill) GP Inc. | Ontario |
HCN-Revera Lessee (The Churchill) LP | Ontario |
HCN-Revera Lessee (Trafalgar Lodge) GP Inc. | Ontario |
HCN-Revera Lessee (Trafalgar Lodge) LP | Ontario |
HCN-Revera Lessee (Valley Stream) GP Inc. | Ontario |
HCN-Revera Lessee (Valley Stream) LP | Ontario |
HCN-Revera Lessee (Victoria Place) GP Inc. | Ontario |
HCN-Revera Lessee (Victoria Place) LP | Ontario |
HCN-Revera Lessee (Waverley/Rosewood) GP Inc. | Ontario |
HCN-Revera Lessee (Waverley/Rosewood) LP | Ontario |
HCN-Revera Lessee (Weber) GP Inc. | Ontario |
HCN-Revera Lessee (Weber) LP | Ontario |
HCN-Revera Lessee (Wellington) GP Inc. | Ontario |
HCN-Revera Lessee (Wellington) LP | Ontario |
HCN-Revera Lessee (Westwood) GP Inc. | Ontario |
HCN-Revera Lessee (Westwood) LP | Ontario |
HCN-Revera Lessee (Whitecliff) GP Inc. | Ontario |
HCN-Revera Lessee (Whitecliff) LP | Ontario |
HCN-Revera Lessee (Windermere on the Mount) GP Inc. | Ontario |
HCN-Revera Lessee (Windermere on the Mount) LP | Ontario |
HCN-Revera Lessee (Windsor) GP Inc. | Ontario |
HCN-Revera Lessee (Windsor) LP | Ontario |
HCP Maryland Properties, LLC | Delaware |
HCRI 10301 Hagen Ranch Properties, LLC | Delaware |
HCRI 1950 Sunny Crest Drive, LLC | Delaware |
HCRI Allen Medical Facility, LLC | Delaware |
HCRI Ancillary TRS, Inc. | Delaware |
HCRI Beachwood, Inc. | Ohio |
HCRI Boardman Properties, LLC | Delaware |
HCRI Broadview, Inc. | Ohio |
HCRI Cold Spring Properties, LLC | Delaware |
HCRI Connecticut Avenue Subtenant, LLC | Delaware |
HCRI Draper Place Properties Trust | Massachusetts |
HCRI Drum Hill Properties, LLC | Delaware |
HCRI Emerald Holdings III, LLC | Delaware |
HCRI Emerald Holdings, LLC | Delaware |
HCRI Fairmont Properties, LLC | Delaware |
HCRI Financial Services, LLC | Delaware |
HCRI Fore River Medical Facility, LLC | Delaware |
HCRI Holdings Trust | Massachusetts |
HCRI Illinois Properties, LLC | Delaware |
HCRI Indiana Properties, Inc. | Delaware |
HCRI Indiana Properties, LLC | Indiana |
HCRI Investments, Inc. | Delaware |
HCRI Kansas Properties, LLC | Delaware |
HCRI Kentucky Properties, LLC | Kentucky |
HCRI Logistics, Inc. | Delaware |
HCRI Louisiana Properties, L.P. | Delaware |
HCRI Marina Place Properties Trust | Massachusetts |
HCRI Massachusetts Properties Trust | Massachusetts |
HCRI Massachusetts Properties Trust II | Massachusetts |
HCRI Massachusetts Properties, Inc. | Delaware |
HCRI North Carolina Properties I, Inc. | North Carolina |
HCRI North Carolina Properties II, Inc. | North Carolina |
HCRI North Carolina Properties III, Limited Partnership | North Carolina |
HCRI North Carolina Properties, LLC | Delaware |
HCRI NY-NJ Properties, LLC | Delaware |
HCRI of Folsom Tenant, LLC | California |
HCRI of Upland Tenant, LLC | California |
HCRI Pennsylvania Properties Holding Company | Delaware |
HCRI Pennsylvania Properties, Inc. | Pennsylvania |
HCRI Plano Medical Facility, LLC | Delaware |
HCRI Purchasing, LLC | Delaware |
HCRI Red Fox ManCo, LLC | Delaware |
HCRI Roswell I Medical Facility, LLC | Delaware |
HCRI Southern Investments I, Inc. | Delaware |
HCRI Sun III Dresher Senior Living, LP | Delaware |
HCRI Sun III Golden Valley Senior Living, LLC | Delaware |
HCRI Sun III GP, LLC | Delaware |
HCRI Sun III Minnetonka Senior Living, LLC | Delaware |
HCRI Sun III Palo Alto Senior Living, LP | Delaware |
HCRI Sun III Plano Senior Living, LP | Delaware |
HCRI Sun III Shelby Senior Living, LLC | Delaware |
HCRI Sun III Tenant GP, LLC | Delaware |
HCRI Sun III Tenant, LP | Delaware |
HCRI Sun Three Lombard IL Senior Living, LLC | Delaware |
HCRI Sun Two Baton Rouge LA Senior Living, LLC | Delaware |
HCRI Sun Two Gilbert AZ Senior Living, LLC | Delaware |
HCRI Sun Two Metairie LA Senior Living, LLC | Delaware |
HCRI Tennessee Properties, LLC | Delaware |
HCRI Texas Properties, Inc. | Delaware |
HCRI Texas Properties, Ltd. | Texas |
HCRI TRS Acquirer II, LLC | Delaware |
HCRI TRS Acquirer, LLC | Delaware |
HCRI TRS Trident Investment, LLC | Delaware |
HCRI Tucson Properties, Inc. | Delaware |
HCRI Westlake, Inc. | Ohio |
HCRI Wilburn Gardens Properties, LLC | Delaware |
HCRI Wisconsin Properties, LLC | Wisconsin |
Health Care REIT, LLC | Delaware |
Health Resources Of Cedar Grove, Inc. | New Jersey |
Health Resources Of Cinnaminson, Inc. | New Jersey |
Health Resources Of Cranbury, L.L.C. | New Jersey |
Health Resources Of Cumberland, Inc. | Delaware |
Health Resources Of Emery, L.L.C. | New Jersey |
Health Resources Of Englewood, Inc. | New Jersey |
Health Resources Of Glastonbury, Inc. | Connecticut |
Health Resources Of Groton, Inc. | Delaware |
Health Resources Of Middletown (RI), Inc. | Delaware |
Health Resources Of Rockville, Inc. | Delaware |
Health Resources Of South Brunswick, L.L.C. | New Jersey |
Health Resources Of Wallingford, Inc. | Delaware |
Health Resources Of Warwick, Inc. | Delaware |
Health Resources Of West Orange, L.L.C. | New Jersey |
Healthcare Property Managers Of America, LLC | Florida |
Healthcare Resources Corp. | Pennsylvania |
HealthLease U.S., Inc. | Delaware |
Heat OP TRS, Inc. | Delaware |
Highland Healthcare Investors, LLC | Delaware |
Hilltop Health Care Center, Inc. | Delaware |
Hingham Terry Drive I LLC | Delaware |
HL GP, LLC | Indiana |
Holly Manor Associates Of New Jersey, L.P. | Delaware |
Hunt Club Manor Facility Inc. | Ontario |
I.L.S. Care Communities Inc. | Manitoba |
Imperial Place Residence Inc. / Residence Place Imperiale Inc. | Quebec |
Jupiter Landlord, LLC | Delaware |
Kaiser Gemini Burgundy, LLC | Oklahoma |
Kaiser Gemini Woodland, LLC | Oklahoma |
Karrington of Findlay Ltd. | Oklahoma |
Kensington Subtenant LP | Delaware |
Keystone Communities of Eagan, LLC | Minnesota |
Keystone Communities of Highland Park, LLC | Delaware |
Keystone Communities of Mankato, LLC | Minnesota |
Keystone Communities of Prior Lake, LLC | Minnesota |
Keystone Communities of Roseville, LLC | Delaware |
King Street Facility Inc. | Ontario |
Kingston Facility Inc. | Ontario |
KSL Landlord, LLC | Delaware |
Laguna Hills Subtenant LP | Delaware |
Lake Mead Medical Investors Limited Partnership | Florida |
Landmark Facility Inc. | Ontario |
Las Palmas Subtenant LP | Delaware |
Laurel Health Resources, Inc. | Delaware |
Lawrence Care (Maids Moreton) Limited | United Kingdom |
Le Wellesley Inc. | Quebec |
Leawood Tenant, LLC | Delaware |
Lehigh Nursing Homes, Inc. | Pennsylvania |
Lenexa Investors II, LLC | Delaware |
Lenexa Investors, LLC | Delaware |
Leon Dorchester Facility Inc. | Ontario |
Les Belvederes De Lachine Inc. | Canada |
Les Jardins Laviolette Inc. | Quebec |
Les Residences-Hotellerie Harmonie Inc. | Quebec |
Lillington AL Health Investors, LP | Virginia |
Lombard IL Senior Living Owner, LLC | Delaware |
Louisville KY Senior Living Owner, LLC | Delaware |
Lundy Manor Facility Inc. | Ontario |
MABRI Convalescent Center, Inc. | Connecticut |
Maids Moreton Operations Limited | United Kingdom |
Manoir Archer Inc. | Quebec |
Manoir Bois De Boulogne Inc. | Quebec |
Manoir et Cours de l'Atrium Inc. | Quebec |
Manoir Pointe-Aux-Trembles Inc. | Quebec |
Manoir St-Jerome Inc. | Quebec |
Marietta Physicians LLC | Delaware |
Markglen, Inc. | West Virginia |
Master Metsun Three GP, LLC | Delaware |
Master MetSun Three, LP | Delaware |
McKenzie Towne Facility Inc. | Ontario |
McKerley Health Care Center - Concord Limited Partnership | New Hampshire |
McKerley Health Care Center-Concord, Inc. | New Hampshire |
McKerley Health Care Centers, Inc. | New Hampshire |
McKerley Health Facilities | New Hampshire |
Meadowcroft London Facility Inc. | Ontario |
Meadowlands Facility Inc. | Ontario |
Medical Real Estate Property Managers Of America, LLC | Florida |
Meerkat TRS LLC | Delaware |
Mercerville Associates Of New Jersey, L.P. | Delaware |
Meridian Health, Inc. | Pennsylvania |
Meridian Healthcare, Inc. | Pennsylvania |
Metairie LA Senior Living Owner, LLC | Delaware |
MetSun GP, LLC | Delaware |
MetSun Three Franklin MA Senior Living, LLC | Delaware |
MetSun Three Kingwood TX Senior Living, LP | Delaware |
MetSun Three Mundelein IL Senior Living, LLC | Delaware |
MetSun Three Pool Three GP, LLC | Delaware |
MetSun Three Pool Three, LLC | Delaware |
MetSun Three Pool Two GP, LLC | Delaware |
MetSun Three Pool Two, LLC | Delaware |
MetSun Three Sabre Springs CA Senior Living, LP | Delaware |
MG Landlord II, LLC | Delaware |
MG Landlord, LLC | Delaware |
MG Tenant, LLC | Delaware |
MGP 42, LLC | Delaware |
MGP 44, LLC | Delaware |
MGP 45, LLC | Delaware |
MGP 46, LLC | Delaware |
MGP 47, LLC | Delaware |
MGP 50, LLC | Delaware |
MGP 51, LLC | Delaware |
MGP 52, LLC | Delaware |
MGP VI, LLC | Washington |
MGP X, LLC | Washington |
MGP XI, LLC | Washington |
MGP XII, LLC | Washington |
MGP XIX, LLC | Washington |
MGP XVII, LLC | Washington |
Middletown (RI) Associates of Rhode Island, L.P. | Delaware |
Midland I, LLC | Delaware |
Midpark Way S.E. Property Inc. | British Columbia |
Mill Creek Real Estate Partners, LLC | Delaware |
Mill Hill Retirement Facility Inc. | Ontario |
Millville Meridian Limited Partnership | Maryland |
Minnetonka Tenant, LLC | Delaware |
Mission Viejo Subtenant LP | Delaware |
ML Marion, L.P. | Indiana |
Moline Physicians, LLC | Delaware |
Montgomery Nursing Homes, Inc. | Pennsylvania |
Monticello Healthcare Properties, LLC | Delaware |
Moorestown Physicians, LLC | Delaware |
Mount Vernon Physicians, LLC | Delaware |
Mountain View Tenant, LLC | Delaware |
MPG Crawfordsville, L.P. | Indiana |
MPG Healthcare L.P. | Indiana |
MS Arlington, L.P. | Indiana |
MS Avon, L.P. | Indiana |
MS Bradner, L.P. | Indiana |
MS Brecksville, L.P. | Indiana |
MS Castleton, L.P. | Indiana |
MS Chatham, L.P. | Indiana |
MS Chesterfield, L.P. | Indiana |
MS Danville, L.P. | Indiana |
MS Kokomo, L.P. | Indiana |
MS Mishawaka, L.P. | Indiana |
MS Springfield, L.P. | Indiana |
MS Stafford, L.P. | Indiana |
MS Wabash, L.P. | Indiana |
MS Westfield, L.P. | Indiana |
Murrieta Healthcare Investors, LLC | Delaware |
Murrieta Healthcare Properties, LLC | Delaware |
Narrows Glen Subtenant LP | Delaware |
North Cape Convalescent Center Associates, L.P. | Pennsylvania |
North Pointe Tenant, LLC | Delaware |
Northbridge Burlington Subtenant LLC | Delaware |
Northbridge Dartmouth Subtenant LLC | Delaware |
Northbridge Needham Subtenant LLC | Delaware |
Northbridge Newburyport Subtenant LLC | Delaware |
Northbridge Plymouth Subtenant LLC | Delaware |
Northbridge Tewksbury Subtenant LLC | Delaware |
Northwest Total Care Center Associates L.P. | New Jersey |
Oakland Care Centre Limited | United Kingdom |
Ogilvie Facility Inc. | Ontario |
One Veronica Drive Danvers LLC | Delaware |
Oshawa Facility Inc. | Ontario |
Ottershaw Property Holdings S.a.r.l. | Luxembourg |
Overland Park Tenant, LLC | Delaware |
Paramount Real Estate Services, Inc. | Delaware |
Parkland Commons Subtenant, LLC | Delaware |
Pelican Marsh Subtenant, LLC | Delaware |
Pelican Point Subtenant, LLC | Delaware |
Petoskey I, LLC | Delaware |
Petoskey II, LLC | Delaware |
Philadelphia Avenue Corporation | Pennsylvania |
Pleasant View Retirement Limited Liability Company | Delaware |
Plymouth I, LLC | Delaware |
Pompton Associates, L.P. | New Jersey |
Pompton Care, L.L.C. | New Jersey |
Portsmouth Facility Inc. | Ontario |
Potomac Acquisition LLC | Delaware |
PVL Landlord - BC, LLC | Delaware |
PVL Landlord - STL Hills, LLC | Delaware |
PVL Tenant - BC, LLC | Delaware |
PVL Tenant - Hermitage, LLC | Delaware |
PVL Tenant - Panama City, LLC | Delaware |
PVL Tenant - STL Hills, LLC | Delaware |
PVL Tenant - Thomasville, LLC | Delaware |
Queensbury Tenant, LLC | Delaware |
Queenswood Facility Inc. | Ontario |
Redmond Partners, LLC | Delaware |
Regal Lifestyle (Birkdale) Inc. | Ontario |
Regal Lifestyle (Chatham) Inc. | Ontario |
Regal Lifestyle (Grand Wood) Inc. | Ontario |
Regal Lifestyle (Lynwood) Inc. | Ontario |
Regal Lifestyle (Port Perry) Inc. | Ontario |
Regency Subtenant LP | Delaware |
Renoir Facility Inc. | Ontario |
Residence l'Ermitage Inc. | Quebec |
Residence Notre-Dame (Victoriaville) Inc. | Quebec |
Restful Homes (Birmingham) Limited | United Kingdom |
Restful Homes (Milton Keynes) Ltd. | United Kingdom |
Restful Homes (Tile Cross) Ltd. | United Kingdom |
Restful Homes Developments Ltd. | United Kingdom |
Restful Homes I Holding Company Ltd. | Jersey |
Ridgmar Tenant, LLC | Delaware |
Riverbend Facility Inc. | Ontario |
Roswell Tenant, LLC | Delaware |
RRR SAS Facilities Inc. | Ontario |
RSF REIT V GP, L.L.C. | Texas |
RSF REIT V SP GP, L.L.C. | Texas |
RSF REIT V SP, L.L.C. | Delaware |
RSF REIT V, LLC | Maryland |
RSF SP Franklin V L.P. | Texas |
RSF SP Harnett V, L.P. | Texas |
RSF SP Liberty Ridge V L.P. | Texas |
RSF SP Lillington AL V, L.P. | Texas |
RSF SP Meadowview V L.P. | Texas |
RSF SP Oakwood V, L.P. | Texas |
RSF SP Scranton AL V, L.P. | Texas |
RSF SP Scranton V, L.P. | Texas |
RSF SP Smithfield V L.P. | Texas |
RSF SP Stroudsburg V, L.P. | Texas |
RSF SP Wrightsville V L.P. | Texas |
Saints Investments Limited | United Kingdom |
Santa Monica Assisted Living Owner, LLC | Delaware |
Santa Monica GP, LLC | Delaware |
Scranton AL Investors, LLC | Virginia |
Scranton Health Investors, LLC | Virginia |
Senior Living Grove City, LLC | Michigan |
Senior Star Investments I, LLC | Delaware |
Senior Star Investments Kenwood, LLC | Delaware |
Senior Star Kenwood Holdco, LLC | Delaware |
Senior Star Tenant Kenwood, LLC | Delaware |
Senior Star Tenant, LLC | Delaware |
Senior Star Wexford Tenant, LLC | Delaware |
Senior Village Management, LLC | Michigan |
Seniors Housing Investment III REIT Inc. | Maryland |
Shawnee Mission Investors II, LLC | Delaware |
Shawnee Mission Investors, LLC | Delaware |
Shelbourne Senior Living Limited | United Kingdom |
SHP-ARC II, LLC | Delaware |
Sierra Pointe Subtenant LP | Delaware |
Signature Devco 2 Property Holdings S.a.r.l. | Luxembourg |
Signature Devco 3 Property Holdings S.a.r.l. | Luxembourg |
Signature Devco 4 Property Holdings S.a.r.l. | Luxembourg |
Signature Devco 5 Property Holdings S.a.r.l. | Luxembourg |
Signature Devco 6 Property Holdings S.a.r.l. | Luxembourg |
Signature Devco 7 Property Holdings S.a.r.l. | Luxembourg |
Signature Senior Landlord, LLC | Delaware |
Silverado Calabasas, LLC | Delaware |
Silverado Senior Living Calabasas, Inc. | California |
Silverado Senior Living Salt Lake City, Inc. | Delaware |
Silverado Senior Living, Inc. | California |
Simi Hills Subtenant LP | Delaware |
SIPL Aurora Propco S.a.r.l. | Luxembourg |
SIPL Finco S.a.r.l | Luxembourg |
SIPL Finco TRS S.a.r.l. | Luxembourg |
SIPL Holdco S.a.r.l | Luxembourg |
SIPL Investments S.a.r.l | Luxembourg |
SIPL Partner 1 S.a.r.l | Luxembourg |
SIPL Partner 10 S.a.r.l | Luxembourg |
SIPL Partner 11 S.a.r.l | Luxembourg |
SIPL Partner 2 S.a.r.l | Luxembourg |
SIPL Partner 3 S.a.r.l | Luxembourg |
SIPL Partner 4 S.a.r.l | Luxembourg |
SIPL Partner 5 S.a.r.l | Luxembourg |
SIPL Partner 6 S.a.r.l | Luxembourg |
SIPL Partner 7 S.a.r.l | Luxembourg |
SIPL Partner 8 S.a.r.l | Luxembourg |
SIPL Partner 9 S.a.r.l | Luxembourg |
SIPL Propco NV S.a.r.l. | Luxembourg |
SIPL Quantum Propco S.a.r.l. | Luxembourg |
SIPL Saints Propco S.a.r.l | Luxembourg |
SIPL Sunrise Propco S.a.r.l | Luxembourg |
South Valley Medical Building L.L.C. | Minnesota |
South Valley Venture, LLC | Minnesota |
SP Green Ridge, LLC | Virginia |
SP Harnett, LLC | Virginia |
SP Lillington, LLC | Virginia |
SP Virginia Beach, LLC | Virginia |
SP Whitestone, LLC | Virginia |
SR-73 and Lakeside Ave LLC | Delaware |
SSL Landlord, LLC | Delaware |
SSL Sponsor, LLC | Delaware |
SSL Tenant, LLC | Delaware |
St. Anthony Physicians, LLC | Delaware |
St. Clare Physicians, LLC | Delaware |
Stafford Convalescent Center, Inc. | Delaware |
Stamford Physicians, LLC | Delaware |
Sterling Investment Partners Ltd | Jersey |
Sterling Midco Limited | United Kingdom |
Stittsville Facility Inc. | Ontario |
Stroudsburg Health Investors, LLC | Virginia |
Subtenant 10120 Louetta Road, LLC | Delaware |
Subtenant 10225 Cypresswood Drive, LLC | Delaware |
Subtenant 1118 N. Stoneman Avenue, LLC | Delaware |
Subtenant 11330 Farrah Lane, LLC | Delaware |
Subtenant 1221 Seventh Street, LLC | Delaware |
Subtenant 125 W. Sierra Madre Avenue, LLC | Delaware |
Subtenant 1301 Ralston Avenue, LLC | Delaware |
Subtenant 14058 A Bee Cave Parkway, LLC | Delaware |
Subtenant 1430 East 4500 South, LLC | Delaware |
Subtenant 1500 Borden Road, LLC | Delaware |
Subtenant 1936 Brookdale Road, LLC | Delaware |
Subtenant 22955 Eastex Freeway, LLC | Delaware |
Subtenant 240 E. Third Street, LLC | Delaware |
Subtenant 25100 Calabasas Road, LLC | Delaware |
Subtenant 30311 Camino Capistrano, LLC | Delaware |
Subtenant 330 North Hayworth Avenue, LLC | Delaware |
Subtenant 335 Saxony Road, LLC | Delaware |
Subtenant 350 W. Bay Street, LLC | Delaware |
Subtenant 3611 Dickason Avenue, LLC | Delaware |
Subtenant 3690 Mapleshade Lane, LLC | Delaware |
Subtenant 514 N. Prospect Avenue, LLC | Delaware |
Subtenant 550 America Court, LLC | Delaware |
Subtenant 5521 Village Creek Drive, LLC | Delaware |
Subtenant 7001 Bryant Irvin Road, LLC | Delaware |
Subtenant 7950 Baybranch Drive, LLC | Delaware |
Subtenant 800 C-Bar Ranch Trail, LLC | Delaware |
Subtenant 8855 West Valley Ranch Parkway, LLC | Delaware |
Subtenant 9410 E. Thunderbird, LLC | Delaware |
Sun City Center Subtenant, LLC | Delaware |
Sun City West Tenant, LLC | Delaware |
Sunrise at Gardner Park Limited Partnership | Massachusetts |
Sunrise Beach Cities Assisted Living, L.P. | California |
Sunrise Connecticut Avenue Assisted Living Owner, L.L.C. | Virginia |
Sunrise Gardner Park GP, Inc. | Massachusetts |
Sunrise Home Help Services Limited | United Kingdom |
Sunrise Louisville KY Senior Living, LLC | Kentucky |
Sunrise Lower Makefield PA Senior Living, LP | Delaware |
Sunrise of Beaconsfield G.P. Inc. | New Brunswick |
Sunrise of Beaconsfield, LP | Ontario |
Sunrise of Blainville G.P. Inc. | New Brunswick |
Sunrise of Blainville, LP | Ontario |
Sunrise of Dollard des Ormeaux G.P. Inc. | New Brunswick |
Sunrise of Dollard des Ormeaux, LP | Ontario |
Sunrise Operations Bagshot II Limited | United Kingdom |
Sunrise Operations Banstead Limited | United Kingdom |
Sunrise Operations Bassett Limited | United Kingdom |
Sunrise Operations Beaconsfield Limited | United Kingdom |
Sunrise Operations Bramhall II Limited | United Kingdom |
Sunrise Operations Cardiff Limited | United Kingdom |
Sunrise Operations Chorleywood Limited | United Kingdom |
Sunrise Operations Eastbourne Limited | United Kingdom |
Sunrise Operations Edgbaston Limited | United Kingdom |
Sunrise Operations Elstree Limited | United Kingdom |
Sunrise Operations Esher Limited | United Kingdom |
Sunrise Operations Fleet Limited | United Kingdom |
Sunrise Operations Guildford Limited | United Kingdom |
Sunrise Operations Hale Barns Limited | United Kingdom |
Sunrise Operations Purley Limited | United Kingdom |
Sunrise Operations Solihull Limited | United Kingdom |
Sunrise Operations Sonning Limited | United Kingdom |
Sunrise Operations Southbourne Ltd. | United Kingdom |
Sunrise Operations Tettenhall Ltd. | United Kingdom |
Sunrise Operations UK Limited | United Kingdom |
Sunrise Operations V.W. Limited | United Kingdom |
Sunrise Operations Westbourne Limited | United Kingdom |
Sunrise Operations Weybridge Limited | United Kingdom |
Sunrise Operations Winchester Limited | United Kingdom |
Sunrise UK Operations Limited | United Kingdom |
Sunrise/Inova McLean Assisted Living, L.L.C. | Virginia |
SZR Beaconsfield Inc. | New Brunswick |
SZR Blainville Inc. | New Brunswick |
SZR Dollard des Ormeaux, Inc. | New Brunswick |
Tampa Bay Subtenant, LLC | Delaware |
Tanglewood Tenant, LLC | Delaware |
Terrace Gardens Retirement Facility Inc. | Ontario |
The Apple Valley Limited Partnership | Massachusetts |
The Apple Valley Partnership Holding Company, Inc. | Pennsylvania |
The Courtyards Subtenant, LLC | Delaware |
The Green (Solihull) Management Company Limited | United Kingdom |
The Multicare Companies, Inc. | Delaware |
The Renaissance Resort Retirement Living Inc. / Complexe De Residence Renaissance Inc. | Canada |
The Straus Group-Old Bridge, L.P. | New Jersey |
Trafalgar Facility Inc. | Ontario |
TV Arlington Tenant, LLC | Delaware |
Urban Senior Living Holdco LLC | Delaware |
Urban Senior Living JV LLC | Delaware |
Urban Senior Living REIT LLC | Delaware |
Valleyview Drive S.W. Property Inc. | British Columbia |
Vankleek Facility Inc. | Ontario |
Ventana Canyon Tenant, LLC | Delaware |
Vicino Italian Kitchen GP Inc. | Ontario |
Vicino Italian Kitchen LP | Ontario |
Villa Chicoutimi Inc. | Quebec |
Villa de L'Estrie Inc. | Quebec |
Villa du Saguenay Inc. | Quebec |
Villa Jonquiere Inc. | Quebec |
Villa Rive-Sud Inc. | Quebec |
Villas Realty & Investments, Inc. | Pennsylvania |
Virginia Beach Health Investors, LLC | Virginia |
Voorhees Healthcare Properties, LLC | Delaware |
Voorhees Physicians, LLC | Delaware |
W TCG Burleson AL, LLC | Delaware |
W TCG Carrollton IL, LLC | Delaware |
W TCG Colleyville MC, LLC | Delaware |
W TCG Granbury Campus, LLC | Delaware |
W TCG Kingwood AL, LLC | Delaware |
W TCG Melbourne Campus, LLC | Delaware |
W TCG Murphy AL, LLC | Delaware |
W TCG New Braunfels Campus, LLC | Delaware |
W TCG Port St. Lucie Campus, LLC | Delaware |
W TCG San Antonio Campus, LLC | Delaware |
W TCG San Antonio West Campus, LLC | Delaware |
W TCG Sugar Land Campus, LLC | Delaware |
W TCG Vero Beach Campus, LLC | Delaware |
W TCG Westworth Village Campus, LLC | Delaware |
Wallingford Associates of Connecticut, L.P. | Delaware |
Warwick Associates Of Rhode Island, L.P. | Delaware |
Waterstone I, LLC | Delaware |
WELL 2010 LLC | Delaware |
WELL 2010 REIT LLC | Delaware |
WELL BL OpCo LLC | Delaware |
WELL I-A Properties LLC | Delaware |
WELL Ibis Portfolio Member LLC | Delaware |
WELL Mezzanine Lender LLC | Delaware |
WELL Pappas Corporate Parcel Owner LLC | Delaware |
WELL PM Properties LLC | Delaware |
WELL Properties Intermediate Holdco LLC | Delaware |
WELL SP Grove City Landlord LLC | Delaware |
WELL SP Landlord LLC | Delaware |
WELL SP Tenant LLC | Delaware |
Wellesley Washington Street Housing I LLC | Delaware |
Welltower 1915 North 34th Street, LLC | Wisconsin |
Welltower 1950 Sunny Crest Drive GP, LLC | Delaware |
Welltower 1950 Sunny Crest Drive, LP | Delaware |
Welltower 2130 Continental Drive, LLC | Wisconsin |
Welltower 5017 South 110th Street, LLC | Wisconsin |
Welltower Ballard LLC | Minnesota |
Welltower BV Westwood PropCo GP LLC | Delaware |
Welltower CCRC OpCo LLC | Delaware |
Welltower Charitable Foundation | Delaware |
Welltower Cogir Landlord, LP | Delaware |
Welltower Cogir Tenant, LLC | Delaware |
Welltower Colorado Properties LLC | Delaware |
Welltower Eclipse Bethesda PropCo LLC | Delaware |
Welltower Eclipse Bethesda TRS LLC | Delaware |
Welltower Eclipse Chevy Chase PropCo LLC | Delaware |
Welltower Eclipse Chevy Chase TRS LLC | Delaware |
Welltower Eclipse Issaquah PropCo LLC | Delaware |
Welltower Eclipse Issaquah TRS LLC | Delaware |
Welltower Eclipse Pleasanton PropCo LLC | Delaware |
Welltower Eclipse Pleasanton TRS LLC | Delaware |
Welltower Eclipse Sabre Springs PropCo LLC | Delaware |
Welltower Eclipse Sabre Springs TRS LLC | Delaware |
Welltower Eclipse Silas Burke PropCo LLC | Delaware |
Welltower Eclipse Silas Burke TRS LLC | Delaware |
Welltower HealthCare Properties II LLC | Delaware |
Welltower HealthCare Properties LLC | Delaware |
Welltower HealthCare Venture Properties LLC | Delaware |
Welltower Iowa Holdco LLC | Delaware |
WELLTOWER KISCO RIDEA LANDLORD, LLC | Delaware |
WELLTOWER KISCO RIDEA TENANT, LLC | Delaware |
Welltower KSL Owner LLC | Delaware |
Welltower Management Company Holdco LLC | Delaware |
Welltower Mission Viejo Medical Center JV, LLC | Delaware |
Welltower NNN Group LLC | Delaware |
Welltower Northbridge Landlord LLC | Delaware |
Welltower Northbridge Tenant LLC | Delaware |
Welltower OM Group LLC | Delaware |
Welltower OM Member JV GP LLC | Delaware |
Welltower OM Member JV LP | Delaware |
Welltower OM Member REIT LLC | Delaware |
Welltower OM PropCo GP LLC | Delaware |
Welltower OpCo Group LLC | Delaware |
Welltower Pegasus Landlord, LLC | Delaware |
Welltower Pegasus Tenant, LLC | Delaware |
Welltower Pegasus TRS LLC | Delaware |
Welltower Propco Group Borrower LLC | Delaware |
Welltower PropCo Group LLC | Delaware |
Welltower REIT Holdings LLC | Delaware |
Welltower TCG NNN Landlord, LLC | Delaware |
Welltower TCG RIDEA Landlord, LLC | Delaware |
Welltower TCG RIDEA Tenant, LLC | Delaware |
Welltower TRS Holdco LLC | Delaware |
Welltower Victory II GP LLC | Delaware |
Welltower Victory II JV LP | Delaware |
Welltower Victory II Landlord LP | Delaware |
Welltower Victory II OpCo LLC | Delaware |
Welltower Victory II PropCo LLC | Delaware |
Welltower Victory II REIT LLC | Delaware |
Welltower Victory II Tenant LP | Delaware |
Welltower Victory II TRS LLC | Delaware |
Welltower Victory III Landlord LLC | Delaware |
Welltower Victory III OpCo LLC | Delaware |
Welltower Victory III Tenant LP | Delaware |
Welltower Victory III TRS LLC | Delaware |
Welltower W128 N6900 Northfield Drive, LLC | Wisconsin |
Westford Littleton Road I LLC | Delaware |
Westminster Junction Venture, LLC | Minnesota |
White Lake I, LLC | Delaware |
Willow Manor Nursing Home, Inc. | Massachusetts |
Wimbledon Opco Limited | United Kingdom |
Windrose 310 Properties, L.L.C. | Tennessee |
Windrose Congress I Properties, L.P. | Delaware |
Windrose Congress II Properties, L.P. | Delaware |
Windrose Lake Mead Properties, L.L.C. | Virginia |
Windrose Mount Vernon Properties, L.L.C. | Virginia |
Windrose Palm Court Properties, L.L.C. | Virginia |
Windrose Princeton Properties, L.L.C. | Delaware |
Windrose SPE Mount Vernon Properties, Inc. | Georgia |
Windrose St. Louis I Properties, LLC | Delaware |
Windrose Tulsa Properties, L.L.C. | Delaware |
Windrose West Boca Properties, Ltd. | Florida |
Windrose West Seneca Properties, LLC | Delaware |
WMP West Seneca Management, LLC | Delaware |
WMPT Congress I Management, L.L.C. | Delaware |
WMPT Congress II Management, L.L.C. | Delaware |
WMPT Princeton Management, L.L.C. | Delaware |
WMPT Sacramento Properties, L.L.C. | Virginia |
WMPT Sacramento, L.P. | Virginia |
WMPT St. Louis I Management, LLC | Delaware |
WMPT Stone Oak Properties, L.L.C. | Virginia |
WMPT Stone Oak, L.P. | Virginia |
WMPT Tulsa Management, L.L.C. | Delaware |
WMPT West Boca Management, L.L.C. | Delaware |
WR Brentwood Propco S.a.r.l. | Luxembourg |
WR Coombe Propco S.a.r.l. | Luxembourg |
WR Epsom Propco S.a.r.l. | Luxembourg |
WR GP Limited | Jersey |
WR Hindhead Propco S.a.r.l. | Luxembourg |
WR Holdco 2 S.a.r.l. | Luxembourg |
WR Holdco S.a.r.l. | Luxembourg |
WR Investment Partners Limited | Jersey |
WR Limited Partnership | Jersey |
WR Midco Limited | United Kingdom |
WR Signature DP 2 S.a.r.l. | Luxembourg |
WR Signature Operations Limited | United Kingdom |
WT UK OPCO 1 Limited | United Kingdom |
WT UK OpCo 2 Limited | United Kingdom |
WT UK OpCo 3 Limited | United Kingdom |
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following registration statements:
• | Registration Statement (Form S-8 No. 333-126195) dated June 28, 2005 pertaining to the Health Care REIT, Inc. 2005 Long-Term Incentive Plan; |
• | Registration Statement (Form S-8 No. 333-161131) dated August 6, 2009 pertaining to the Health Care REIT, Inc. Amended and Restated 2005 Long-Term Incentive Plan; |
• | Registration Statement (Form S-8 No. 333-211832) dated June 3, 2016 pertaining to the Welltower Inc. 2016 Long-Term Incentive Plan; |
• | Registration Statement (Form S-3 No. 333-225004) dated May 17, 2018 pertaining to an indeterminate amount of debt securities, common stock, preferred stock, depositary shares, warrants and units of Welltower Inc.; |
• | Registration Statement (Form S-3 No. 333-225005) dated May 17,2018 pertaining to the Welltower Inc. Sixth Amended and Restated Dividend Reinvestment and Stock Purchase Plan; and |
• | Registration Statement (Form S-8 No. 333-225006) dated May 17, 2018 pertaining to the Welltower Inc. Employee Stock Purchase Plan. |
of our reports dated February 25, 2019, with respect to the consolidated financial statements and schedules of Welltower Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Welltower Inc. and subsidiaries included in this Annual Report (Form 10-K) of Welltower Inc., for the year ended December 31, 2018.
/s/ ERNST & YOUNG LLP
Toledo, Ohio
February 25, 2019
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, a director or officer of Welltower Inc. (the “Company”), a Delaware corporation, hereby constitutes and appoints Thomas J. DeRosa and John A. Goodey, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for the year ended December 31, 2018 to be filed by the Company with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and any and all amendments to such Form 10-K, and to file such Form 10-K and each such amendment so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of this 7th day of February 2019.
/s/ Jeffrey H. Donahue | /s/ Sergio D. Rivera | |
Jeffrey H. Donahue, Chairman | Sergio D. Rivera, Director | |
/s/ Kenneth J. Bacon | /s/ Johnese Spisso | |
Kenneth J. Bacon, Director | Johnese Spisso, Director | |
/s/ Karen DeSalvo | /s/ R. Scott Trumbull | |
Karen DeSalvo, Director | R. Scott Trumbull, Director | |
/s/ Geoffrey G. Meyers | /s/ Gary Whitelaw | |
Geoffrey G. Meyers, Director | Gary Whitelaw, Director | |
/s/ Timothy J. Naughton | /s/ Thomas J. DeRosa | |
Timothy J. Naughton, Director | Thomas J. DeRosa, Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ Sharon M. Oster | /s/ John A. Goodey | |
Sharon M. Oster, Director | John A. Goodey, Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
/s/ Judith C. Pelham | /s/ Joshua T. Fieweger | |
Judith C. Pelham, Director | Joshua T. Fieweger, Vice President - Controller (Principal Accounting Officer) | |
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Thomas J. DeRosa, certify that:
1. | I have reviewed this annual report on Form 10-K of Welltower Inc.; | |||||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||||
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||||
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |||||
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 25, 2019
/s/ THOMAS J. DEROSA | ||
Thomas J. DeRosa, | ||
Chief Executive Officer | ||
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, John A. Goodey, certify that:
1. | I have reviewed this annual report on Form 10-K of Welltower Inc.; | |||||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||||
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||||
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 25, 2019
/s/ JOHN A. GOODEY | ||
John A. Goodey, | ||
Chief Financial Officer | ||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
I, Thomas J. DeRosa, the Chief Executive Officer of Welltower Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that (i) the Annual Report on Form 10-K for the Company for the year ended December 31, 2018 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ THOMAS J. DEROSA | ||||
Thomas J. DeRosa, | ||||
Chief Executive Officer Date: February 25, 2019 | ||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
I, John A. Goodey, the Chief Financial Officer of Welltower Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that (i) the Annual Report on Form 10-K for the Company for the year ended December 31, 2018 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ JOHN A. GOODEY | ||||
John A. Goodey, | ||||
Chief Financial Officer Date: February 25, 2019 | ||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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