8-KOther Events

WELLTOWER INC. 8-K Report (Jun 13, 2003)

Filed June 13, 2003For Securities:WELL

Summary

This Form 8-K filing by Health Care REIT, Inc. (WELL) on June 13, 2003, details several significant corporate actions primarily focused on strengthening its financial flexibility and capital structure. The company amended its primary revolving credit facility to increase borrowing capacity from $175 million to $225 million, with an expiration date of May 15, 2006, and a one-year extension option. Additionally, a separate unsecured line of credit was increased from $25 million to $30 million. These actions indicate a strategic move to enhance liquidity and support future growth initiatives. Furthermore, the filing announces substantial changes to the company's equity structure. Health Care REIT amended its certificate of incorporation to authorize more common and preferred stock, signaling potential future capital raises. In line with this, the company announced its intention to offer new Series D Cumulative Redeemable Preferred Stock and simultaneously redeem all outstanding shares of its 8 7/8% Series B Cumulative Redeemable Preferred Stock. This planned redemption and issuance are expected to optimize the company's capital stack and potentially reduce interest expenses.

Key Highlights

  • 1Increased primary unsecured revolving line of credit from $175 million to $225 million, with a maturity in May 2006 and a one-year extension option.
  • 2Expanded a separate unsecured line of credit from $25 million to $30 million.
  • 3Amended Second Restated Certificate of Incorporation to increase authorized shares of common and preferred stock.
  • 4Announced intent to offer new Series D Cumulative Redeemable Preferred Stock.
  • 5Announced intent to redeem all outstanding 8 7/8% Series B Cumulative Redeemable Preferred Stock.
  • 6Priced a public offering of 4,000,000 shares of 7 7/8% Series D Cumulative Redeemable Preferred Stock.
  • 7Proceeds from the new preferred stock offering will be used to redeem the Series B preferred stock.

Frequently Asked Questions

Health Care REIT amended its primary revolving credit facility, increasing its capacity from $175 million to $225 million. This facility now expires on May 15, 2006, with an option for a one-year extension. Additionally, a separate unsecured line of credit was increased from $25 million to $30 million.

The increase in authorized common and preferred stock allows the company greater flexibility to issue new shares in the future, which can be used for acquisitions, financing growth, or other strategic corporate purposes.

Health Care REIT announced plans to issue new 7 7/8% Series D Cumulative Redeemable Preferred Stock and use a portion of the proceeds to redeem all of its outstanding 8 7/8% Series B Cumulative Redeemable Preferred Stock. This suggests a strategy to potentially lower its cost of preferred equity capital and optimize its capital structure.

The amendment to the primary loan agreement was effective May 15, 2003. The increase to the Fifth Third Bank credit line was effective May 31, 2003. The amendment to the certificate of incorporation was filed on June 5, 2003. The underwriting agreement for the Series D preferred stock was signed on June 11, 2003, with a press release announcing pricing on the same day.