8-K/AExhibits & Filings

WELLTOWER INC. 8-K/A Report, Exhibit Filing (Mar 9, 2011)

Filed March 9, 2011For Securities:WELL

Summary

This Form 8-K/A filing by Health Care REIT, Inc. (now Welltower Inc.) serves as an amendment to a previous filing, specifically updating the unaudited pro forma condensed consolidated financial statements. The primary purpose of this amendment is to reflect crucial financing activities related to a significant proposed acquisition. These activities include the issuance of common stock and convertible preferred stock, as well as the proposed issuance of senior unsecured notes. The updated pro forma financial statements will provide investors with a clearer picture of the company's financial position and its expected performance post-acquisition, taking into account the dilutive effects of new equity issuances and the impact of new debt. Investors should pay close attention to these updated financials to assess the potential impact on earnings per share and leverage ratios resulting from these financing transactions.

Key Highlights

  • 1Amendment to a previous Form 8-K filing dated February 28, 2011.
  • 2Updates unaudited pro forma condensed consolidated financial statements related to a proposed 'Acquisition'.
  • 3Reflects the issuance of 28,750,000 shares of common stock to partially fund the Acquisition.
  • 4Includes the issuance of 14,375,000 shares of 6.50% Series I cumulative convertible perpetual preferred stock for acquisition funding.
  • 5Details proposed issuance and sale of senior unsecured notes to further finance the Acquisition.
  • 6The updated pro forma statements are crucial for understanding the financial impact of the financing for the Acquisition.
  • 7Exhibit 99.1 contains the revised unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2010.

Frequently Asked Questions

This filing is an amendment to a previous Form 8-K to update the unaudited pro forma condensed consolidated financial statements. These updates are necessary to reflect the specific details of equity and debt issuances intended to finance a significant proposed acquisition.

The company is issuing common stock and convertible preferred stock. Specifically, 28,750,000 shares of common stock and 14,375,000 shares of 6.50% Series I cumulative convertible perpetual preferred stock are being issued. Additionally, the company is proposing to issue senior unsecured notes.

The updated information is provided in Exhibit 99.1 of this Form 8-K/A filing, which contains the unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2010.

The pro forma financial statements are essential as they provide a hypothetical view of the company's financial condition and results of operations as if the proposed acquisition and its related financing had already occurred. This allows investors to better assess the potential financial impact, including dilution and leverage, of these significant transactions.