Welltower Announces Election to Effect Mandatory Conversion of its 6.50% Series I Cumulative Convertible Perpetual Preferred Stock

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.

SOURCE Welltower Inc.

Related Links

http://www.welltower.com