8-KCorporate ChangesOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Bylaw Amendment (Mar 7, 2011)

Filed March 7, 2011For Securities:WELL

Summary

This Form 8-K filing by Health Care REIT, Inc. (now Welltower Inc.) on March 7, 2011, details significant capital-raising activities. The company successfully completed offerings for both common stock and a new series of preferred stock, demonstrating robust access to capital markets. These transactions are crucial for supporting the company's growth initiatives and property portfolio expansion in the healthcare real estate sector. Specifically, the company issued 28.75 million shares of common stock and 14.375 million shares of Series I Cumulative Convertible Perpetual Preferred Stock. The preferred stock carries a 6.50% dividend rate and is convertible into common stock, offering investors a blend of income and potential equity upside. The successful execution of these offerings, including the full exercise of overallotment options by underwriters, indicates strong investor demand for Health Care REIT's securities.

Key Highlights

  • 1Health Care REIT, Inc. (WELL) filed an 8-K on March 7, 2011, detailing significant capital-raising events.
  • 2The company completed an offering of 28,750,000 shares of common stock.
  • 3An offering of 14,375,000 shares of 6.50% Series I Cumulative Convertible Perpetual Preferred Stock was also completed.
  • 4Both offerings included the full exercise of the underwriters' overallotment options, indicating strong demand.
  • 5The Series I Preferred Stock has a liquidation preference of $50 per share and is convertible into common stock at an initial rate of 0.8460 shares per preferred share.
  • 6The company filed a Certificate of Designation with the State of Delaware to authorize the issuance of the Series I Preferred Stock.
  • 7The filings are in connection with underwriter agreements and a Form S-3 registration statement.

Frequently Asked Questions

This 8-K reports on two significant capital-raising events: the company's offering of common stock and the issuance of a new series of preferred stock, the 6.50% Series I Cumulative Convertible Perpetual Preferred Stock. It also details the filing of the Certificate of Designation for the preferred stock.

The company issued a total of 28,750,000 shares of common stock. This amount includes the initial offering plus the full exercise of the underwriters' overallotment option.

The Series I Preferred Stock has a dividend rate of 6.50%, a liquidation value of $50 per share, and is perpetual with no stated maturity. Importantly, it is convertible at the holder's option into the company's common stock at an initial conversion rate of 0.8460 shares of common stock per share of preferred stock.

The underwriters for both the common stock and Series I Preferred Stock offerings included UBS Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, acting as representatives of the several underwriters.