8-KFinancial EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Financial Obligation (Nov 20, 2006)

Filed November 20, 2006For Securities:WELL

Summary

Health Care REIT, Inc. (the "Company") announced on November 14, 2006, the issuance of $300 million in aggregate principal amount of 4.75% convertible senior notes due 2026. This debt offering was conducted under a previously filed automatic shelf registration statement. The Notes mature on December 1, 2026, and bear a semi-annual interest rate of 4.75%. A key feature is their convertibility into cash and, if applicable, shares of the Company's common stock. The initial conversion rate is set at 20.8833 shares per $1,000 principal amount, implying an initial conversion price of approximately $47.89 per share. Upon conversion, holders would receive cash up to the principal amount, with any excess conversion value paid in common stock.

Key Highlights

  • 1Health Care REIT, Inc. issued $300 million in 4.75% convertible senior notes due 2026.
  • 2The notes were issued under an automatic shelf registration statement.
  • 3Interest on the notes is payable semi-annually at 4.75% per year.
  • 4The notes mature on December 1, 2026.
  • 5The notes are convertible into cash and common stock.
  • 6The initial conversion rate is 20.8833 shares per $1,000 principal amount (approx. $47.89 conversion price).
  • 7The notes are senior unsecured obligations, effectively subordinated to secured debt and subsidiary liabilities.

Frequently Asked Questions

This 8-K filing announces the creation of a direct financial obligation by Health Care REIT, Inc., specifically the issuance of $300 million in 4.75% convertible senior notes due 2026.

The notes have a principal amount of $300 million, mature on December 1, 2026, and carry a 4.75% annual interest rate paid semi-annually. They are convertible into cash and potentially shares of common stock at an initial conversion price of approximately $47.89 per share.

The convertible senior notes are senior unsecured obligations of the Company. This means they are subordinate to any existing or future secured indebtedness and all liabilities of the Company's subsidiaries.

The Underwriting Agreement for the offering was dated November 14, 2006, and the notes were issued under an Indenture dated November 20, 2006.