8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Feb 29, 2012)

Filed February 29, 2012For Securities:WELL

Summary

Health Care REIT, Inc. (now Welltower Inc.) filed an 8-K on February 29, 2012, to announce the redemption of its 7 7/8% Series D Cumulative Redeemable Preferred Stock. The company plans to redeem all 4,000,000 shares of this preferred stock on April 2, 2012, at a price of $25.00 per share, in addition to any accrued and unpaid dividends up to the redemption date. This action signifies a move by the company to potentially refinance or restructure its debt obligations, likely aiming for more favorable terms or reduced interest expenses. Investors holding the Series D preferred stock should note the redemption date and the price at which their shares will be repurchased. The company also updated its Statement Regarding Computation of Ratio of Earnings to Fixed Charges, superseding the prior version in its 2011 10-K.

Key Highlights

  • 1Health Care REIT, Inc. announced the redemption of its 7 7/8% Series D Cumulative Redeemable Preferred Stock.
  • 2The redemption date is set for April 2, 2012.
  • 3All 4,000,000 outstanding shares of Series D Preferred Stock will be redeemed.
  • 4The redemption price is $25.00 per share, plus accrued and unpaid dividends.
  • 5A separate quarterly dividend will be paid on or after April 16, 2012, to shareholders of record as of March 30, 2012.
  • 6An updated Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends was filed.
  • 7The updated financial ratio statement supersedes the one previously filed with the 2011 10-K.

Frequently Asked Questions

Health Care REIT, Inc. is redeeming all 4,000,000 shares of its 7 7/8% Series D Cumulative Redeemable Preferred Stock on April 2, 2012.

The redemption price is $25.00 per share, plus any accrued and unpaid dividends through April 2, 2012. Note that the quarterly dividend payable on or after April 16, 2012, will be paid separately.

While the filing doesn't explicitly state the reason, companies typically redeem preferred stock to reduce interest expenses, take advantage of lower prevailing interest rates, or to simplify their capital structure. This action suggests the company may be seeking more favorable financing terms.

The company also filed an updated Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends, which supersedes the corresponding exhibit in their 2011 10-K.