TOLEDO, Ohio, Feb. 21, 2019 /PRNewswire/ -- Welltower
Inc. (NYSE: WELL) (the "Company") announced today that it has
elected to effect the conversion of all of its outstanding Series I
Cumulative Convertible Perpetual Preferred Stock (NYSE: HCN.PRI )
(the "Convertible Preferred Stock") into the Company's common stock
(NYSE: WELL) (the "Common Stock") pursuant to the terms of the
Convertible Preferred Stock. Capitalized terms not otherwise
defined in this notice have the meaning set forth in the
Certificate of Designation.
On February 20, 2019 the daily
volume-weighted average price of the Common Stock was $75.7962, which marked the 20th trading day in
the previous 30 consecutive trading days that the volume-weighted
average price of the Common Stock was above $73.54 (which is equal to 130% of the applicable
conversion price for the Convertible Preferred Stock), triggering
the right of the Company to elect to mandatorily convert all shares
of Convertible Preferred Stock into shares of Common Stock in
accordance with the terms of the Convertible Preferred Stock.
The conversion will be effective on February
28, 2019 (the "Mandatory Conversion Date").
On the Mandatory Conversion Date, each share of Convertible
Preferred Stock will be converted into 0.8839 shares of Common
Stock. Cash will be paid in lieu of fractional shares of
Common Stock. No action by holders of the Convertible
Preferred Stock is required.
There are currently 13,721,298 shares of Convertible Preferred
Stock outstanding, all of which will be converted to Common Stock
on the Mandatory Conversion Date.
Upon conversion at the close of business on the Mandatory
Conversion Date, the Convertible Preferred Stock will no longer be
outstanding and all rights with respect to the Convertible
Preferred Stock will cease and terminate, except the right to
receive the number of whole shares of Common Stock issuable upon
conversion of the Convertible Preferred Stock and any required
cash-in-lieu of fractional shares. Following the conversion,
the Convertible Preferred Stock will be delisted from trading on
NYSE.
Following the Mandatory Conversion Date, the holders of the
Convertible Preferred Stock will not be entitled to receive any
dividends on their converted shares of Convertible Preferred
Stock.
About Welltower
Welltower Inc. (NYSE: WELL), an S&P 500
company headquartered in Toledo, Ohio, is driving the
transformation of health care infrastructure. The Company
invests with leading seniors housing operators, post-acute
providers and health systems to fund the real estate infrastructure
needed to scale innovative care delivery models and improve
people's wellness and overall health care experience.
Welltower™, a real estate investment trust (REIT), owns interests
in properties in major, high-growth markets in the United
States, Canada and the United Kingdom, consisting of
seniors housing, post-acute communities and outpatient medical
properties.
Forward-Looking Statements
This press release may contain "forward-looking" statements as
defined in the Private Securities Litigation Reform Act of
1995. When the Company uses words such as "may," "will,"
"intend," "should," "believe," "expect," "anticipate," "project,"
"estimate" or similar expressions that do not relate solely to
historical matters, it is making forward-looking statements.
Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties that may cause the Company's
actual results to differ materially from the Company's expectations
discussed in the forward-looking statements. This may be a
result of various factors, including, but not limited to, those
factors discussed in the prospectus supplement and accompanying
prospectus relating to the offering and filed with
the SEC and in the Company's reports filed from time to
time with the SEC. The Company undertakes no obligation
to update or revise publicly any forward-looking statements,
whether because of new information, future events or otherwise, or
to update the reasons why actual results could differ from those
projected in any forward-looking statements.
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SOURCE Welltower Inc.