8-KFinancial EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Financial Obligation (Jul 20, 2007)

Filed July 20, 2007For Securities:WELL

Summary

Health Care REIT, Inc. (WELL) filed an 8-K on July 20, 2007, to report on the creation of a direct financial obligation. Specifically, on July 16, 2007, the Company entered into an Underwriting Agreement to issue $400 million in aggregate principal amount of 4.75% convertible senior notes due in 2027. These notes were issued under an indenture and supplemented by a second indenture dated July 20, 2007. The issuance of these notes provides Health Care REIT with significant capital, which can be used for various corporate purposes. The convertible nature of the notes offers potential upside for investors if the company's stock price appreciates, as the notes can be converted into cash and, in some cases, shares of common stock at an initial conversion price of approximately $50.00 per share. Investors should note that these notes are senior unsecured obligations, meaning they are subordinate to any secured debt and liabilities of the company's subsidiaries.

Key Highlights

  • 1Health Care REIT, Inc. issued $400 million in 4.75% convertible senior notes due 2027.
  • 2The issuance occurred on July 16, 2007, with the reporting date of the 8-K as July 19, 2007.
  • 3The notes are convertible into cash and potentially shares of common stock at an initial conversion price of approximately $50.00 per share.
  • 4Interest on the notes is payable semi-annually at a rate of 4.75% per annum.
  • 5The notes are senior unsecured obligations of the Company.
  • 6They are effectively subordinated to all existing and future secured indebtedness of the Company.
  • 7The filing includes various exhibits related to the underwriting agreement and supplemental indenture.

Frequently Asked Questions

This 8-K filing by Health Care REIT, Inc. (WELL) is primarily to report the creation of a direct financial obligation through the issuance of $400 million in 4.75% convertible senior notes due 2027.

The notes have an aggregate principal amount of $400 million, bear a 4.75% annual interest rate payable semi-annually, and mature on July 15, 2027. They are convertible into cash and potentially shares of common stock at an initial conversion price of approximately $50.00 per share, under certain conditions.

The notes are senior unsecured obligations of Health Care REIT, Inc. This means they are subordinate to any secured debt the company may have and are also structurally subordinated to the liabilities of the company's subsidiaries.

An initial conversion price of approximately $50.00 per share indicates that for every $1,000 principal amount of notes, an investor could potentially receive shares equivalent to that value if the company's stock price rises above $50.00, along with cash for any portion exceeding the principal amount.