8-KOther Events

WELLTOWER INC. 8-K Report (Oct 1, 2003)

Filed October 1, 2003For Securities:WELL

Summary

Health Care REIT, Inc. (now Welltower Inc.) filed an 8-K report on October 1, 2003, to disclose the authorization and issuance of its 6% Series E Cumulative Convertible and Redeemable Preferred Stock. On September 29, 2003, the company filed a Certificate of Designation with the Secretary of State of Delaware, authorizing 1,060,000 shares of this new preferred stock. These shares were immediately issued as partial consideration for an asset acquisition, with a valuation of $26,500,000 for the transaction. This filing is significant as it outlines a strategic move to finance a material acquisition through the issuance of preferred equity. Investors should note the terms of the Series E Preferred Stock, including its 6% cumulative dividend, convertibility, and redeemability, as these features will impact the company's capital structure, future earnings per share (if converted), and potential shareholder dilution. The acquisition itself, while not detailed in this specific filing, was funded in part by this new equity, suggesting a growth-oriented strategy.

Key Highlights

  • 1Health Care REIT, Inc. authorized 1,060,000 shares of 6% Series E Cumulative Convertible and Redeemable Preferred Stock.
  • 2The Series E Preferred Stock was issued on September 29, 2003.
  • 3The issuance was part of the consideration for an acquisition of assets.
  • 4The Series E Preferred Stock was valued at $26,500,000 for the acquisition.
  • 5The filing includes the Certificate of Designation for the Series E Preferred Stock as an exhibit.
  • 6The company's Chairman and CEO, George L. Chapman, signed the report.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the authorization and issuance of Health Care REIT, Inc.'s 6% Series E Cumulative Convertible and Redeemable Preferred Stock, which was used as partial payment for an asset acquisition.

The Series E Preferred Stock carries a 6% cumulative dividend, is convertible, and is redeemable. The specific terms of its convertibility and redeemability, as well as the dividend payment schedule, would be detailed in the Certificate of Designation filed with the SEC.

The issuance of the Series E Preferred Stock, valued at $26,500,000, was used to finance a portion of an asset acquisition. This means it increased the company's equity base but also created a new class of preferred stock with dividend obligations and potential future conversion or redemption liabilities.

This valuation represents the agreed-upon worth of the 1,060,000 shares of Series E Preferred Stock for the purpose of the asset acquisition transaction. It is the amount credited towards the purchase price of the acquired assets.