8-KSecurities & ListingCorporate ChangesExhibits & Filings

WELLTOWER INC. 8-K Report, Unregistered Securities Sale (Jan 11, 2011)

Filed January 11, 2011For Securities:WELL

Summary

Health Care REIT, Inc. (now Welltower Inc.) filed an 8-K on January 11, 2011, to report the issuance of 349,854 shares of its 6% Series H Cumulative Convertible and Redeemable Preferred Stock. This issuance was not registered under the Securities Act of 1933, relying on an exemption under Section 4(2). The preferred stock was issued as partial consideration for an acquisition, with a total stated value of $16,667,000, or approximately $47.64 per share ($16,667,000 / 349,854 shares). These shares carry a fixed dividend of 6%, have a liquidation preference of $25 per share, and are redeemable by the company after December 31, 2015. A key feature is their convertibility into the company's common stock, which can commence as early as December 31, 2013 (with an exception for one holder), at a one-to-one ratio. This transaction signifies an expansion or acquisition activity by the company, funded partly by this new class of preferred stock. From an investor's perspective, this filing indicates a strategic acquisition that expanded the company's asset base. The issuance of preferred stock suggests a method of financing that preserved cash while offering a fixed return to the holders of this new series. The conversion feature adds potential upside for the preferred shareholders if the company's common stock performs well, aligning their interests with common stockholders over time. Investors should note the specifics of the redemption rights and conversion triggers, which define the potential future impact on the company's capital structure and common share count.

Key Highlights

  • 1Issuance of 349,854 shares of 6% Series H Cumulative Convertible and Redeemable Preferred Stock.
  • 2Preferred stock issued as partial consideration for an acquisition.
  • 3Total stated value of the preferred stock issuance: $16,667,000.
  • 4Shares were issued under Section 4(2) exemption, meaning they were not publicly registered.
  • 5Preferred stock carries a 6% cumulative dividend and a $25 per share liquidation preference.
  • 6Redeemable by the company starting after December 31, 2015, under certain conditions.
  • 7Convertible into common stock at a 1:1 ratio starting December 31, 2013 (with one exception).

Frequently Asked Questions

This 8-K filing announces the issuance of a new class of preferred stock, the 6% Series H Cumulative Convertible and Redeemable Preferred Stock, as part of an acquisition by Health Care REIT, Inc. (now Welltower Inc.). It details the terms of this preferred stock and notes its unregistered status.

The 349,854 shares of Series H Preferred Stock were valued at $16,667,000 in total as partial consideration for an acquisition. This issuance increases the company's long-term liabilities or equity, depending on accounting treatment, and introduces fixed dividend obligations and potential future dilution through conversion.

Holders of the Series H Preferred Stock receive a 6% cumulative dividend, have a liquidation preference of $25 per share, and can convert their shares into common stock at a 1:1 ratio starting December 31, 2013 (with one exception). The company also has the right to redeem these shares after December 31, 2015.

The shares were issued in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933. This exemption is typically for transactions not involving a public offering, often used in private placements or for issuances to sophisticated investors in connection with acquisitions.