8-KFinancial EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Financial Obligation (Mar 15, 2010)

Filed March 15, 2010For Securities:WELL

Summary

This 8-K filing by Health Care REIT, Inc. (now Welltower Inc.) on March 15, 2010, primarily announces the creation of a significant direct financial obligation: the issuance of $342,394,000 in aggregate principal amount of 3.00% convertible senior notes due 2029. These notes carry a semi-annual interest payment and are convertible into cash and potentially shares of the Company's common stock under specific conditions. The initial conversion rate suggests a conversion price of approximately $51.27 per share. Investors should note that these notes are senior unsecured obligations, meaning they are effectively subordinate to any secured debt the company may have and are structurally subordinated to the liabilities of its subsidiaries. This issuance represents a material financing event for the company as of March 2010, impacting its capital structure and future financial obligations.

Key Highlights

  • 1Health Care REIT, Inc. issued $342,394,000 in aggregate principal amount of 3.00% convertible senior notes due 2029.
  • 2The notes mature on December 1, 2029, and pay interest semi-annually.
  • 3The notes are convertible into cash and, under certain circumstances, shares of the Company's common stock.
  • 4The initial conversion price is approximately $51.27 per share, based on an initial conversion rate of 19.5064 shares per $1,000 principal amount.
  • 5The notes are senior unsecured obligations, making them effectively subordinate to secured debt.
  • 6The issuance is structurally subordinated to the liabilities of the Company's subsidiaries.
  • 7The filing includes the Underwriting Agreement and the Indenture governing the notes as exhibits.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the creation of a direct financial obligation by Health Care REIT, Inc. (now Welltower Inc.) through the issuance of $342,394,000 of 3.00% convertible senior notes due 2029.

The notes have a principal amount of $342,394,000, a coupon rate of 3.00% payable semi-annually, and mature on December 1, 2029. They are convertible into cash and, potentially, shares of the company's common stock at an initial conversion price of approximately $51.27 per share.

The notes are classified as senior unsecured obligations. This means they rank below any secured debt the company may have and are also structurally subordinated to the debts and liabilities of its subsidiaries.

The conversion feature allows holders of the notes to convert them into cash and, if the conversion value exceeds the principal amount, shares of the company's common stock. This provides potential upside participation in the company's stock performance.