8-KShareholder MattersCorporate ChangesExhibits & Filings

WELLTOWER INC. 8-K Report, Rights Modification (Mar 8, 2012)

Filed March 8, 2012For Securities:WELL

Summary

Health Care REIT, Inc. (now Welltower Inc.) filed an 8-K on March 7, 2012, to report the authorization of 11,500,000 shares of 6.50% Series J Cumulative Redeemable Preferred Stock. This new series of preferred stock ranks senior to the company's common stock and equally with other outstanding preferred stock series. It carries a fixed annual dividend of 6.50% on its $25.00 liquidation preference, payable quarterly. Key investor considerations include the preferential rights of the Series J Preferred Stock in liquidation and its redeemable nature, with specific provisions for redemption and conversion rights triggered by a Change of Control. The filing outlines the conditions under which investors can convert their preferred shares into common stock, or have them redeemed, during a change of control event, providing a layer of protection and potential upside for preferred stockholders.

Key Highlights

  • 1Authorization of 11,500,000 shares of 6.50% Series J Cumulative Redeemable Preferred Stock.
  • 2Series J Preferred Stock ranks senior to common stock and pari passu with other existing preferred stock series.
  • 3Annual dividend rate of 6.50% on the $25.00 liquidation preference, equivalent to $1.625 per share, payable quarterly.
  • 4Dividends are cumulative and payable on January 15, April 15, July 15, and October 15.
  • 5Holders have liquidation preference of $25.00 per share over common stock and junior equity securities.
  • 6Shares are generally not redeemable before March 7, 2017.
  • 7Specific Change of Control provisions allow holders to convert shares into common stock or trigger redemption, subject to certain conditions and caps.

Frequently Asked Questions

The Series J Preferred Stock has a fixed annual dividend rate of 6.50% on its $25.00 per share liquidation preference, which equates to $1.625 per share annually. These dividends are cumulative and payable quarterly on January 15, April 15, July 15, and October 15.

Generally, the Series J Preferred Stock is not redeemable by the company before March 7, 2017. However, in the event of a 'Change of Control' (defined as a person acquiring over 50% voting power and the successor entity not being listed on major stock exchanges), holders have the right to convert their shares into common stock, subject to a cap, or the company may elect to redeem the shares instead of allowing conversion.

The Series J Preferred Stock ranks senior to the company's common stock and any future equity securities that are junior to it. It ranks equally ('pari passu') with the company's outstanding Series D, Series F, Series H, and Series I preferred stock, as well as any future securities issued on parity with Series J.

In the event of a voluntary or involuntary liquidation, dissolution, or winding-up of the company's affairs, holders of the Series J Preferred Stock are entitled to receive the liquidation preference of $25.00 per share, plus any accrued and unpaid dividends, before any distributions are made to holders of common stock or any other junior equity securities.