8-KMaterial AgreementsExhibits & Filings

WELLTOWER INC. 8-K Report, Material Agreement (Oct 13, 2006)

Filed October 13, 2006For Securities:WELL

Summary

This 8-K filing by Health Care REIT, Inc. (now Welltower Inc.) details an amendment to a previously announced Agreement and Plan of Merger with Windrose Medical Properties Trust. The primary change concerns the consideration offered to holders of Windrose's 7.5% Series A Cumulative Convertible Preferred Shares. Initially, these shareholders were to receive a cash payment of $25.00 per share plus accrued dividends. However, Amendment No. 1, dated October 12, 2006, alters this to provide each holder with one share of Health Care REIT's new 7.5% Series G Cumulative Convertible Preferred Stock. This new preferred stock is designed to have substantially similar rights and preferences to the original Windrose preferred shares, indicating a shift from a cash-out to an equity-for-equity exchange for this specific class of preferred shareholders.

Key Highlights

  • 1Amendment No. 1 to Agreement and Plan of Merger executed on October 12, 2006.
  • 2Original merger agreement was dated September 12, 2006.
  • 3Key change affects consideration for Windrose's 7.5% Series A Cumulative Convertible Preferred Shares.
  • 4Original deal offered $25.00 per share cash plus accrued dividends for Windrose preferred shares.
  • 5Amended deal offers one share of Health Care REIT's new 7.5% Series G Cumulative Convertible Preferred Stock.
  • 6The new Series G preferred stock will have similar rights and preferences to the original Windrose preferred shares.
  • 7The transaction involves mergers of subsidiaries of Health Care REIT into Windrose entities.

Frequently Asked Questions

This filing announces an amendment to the Agreement and Plan of Merger between Health Care REIT, Inc. (now Welltower Inc.) and Windrose Medical Properties Trust. The amendment primarily changes the compensation for holders of Windrose's 7.5% Series A Cumulative Convertible Preferred Shares.

Instead of receiving $25.00 per share in cash plus accrued dividends, holders of Windrose's 7.5% Series A Cumulative Convertible Preferred Shares will now receive one share of Health Care REIT's new 7.5% Series G Cumulative Convertible Preferred Stock per Windrose preferred share. This new stock is intended to have similar rights and preferences.

This change means that instead of a cash payout, these preferred shareholders will become holders of Health Care REIT's preferred stock. This could affect their future income and capital appreciation potential, as they will now be tied to the performance and dividend policies of Health Care REIT.

Investors are urged to read the proxy statement/prospectus that Health Care REIT will file with the SEC. This document will contain important information about the transaction and will be available free of charge on the SEC's website (www.sec.gov) and from Health Care REIT Investor Relations.