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Welltower, Inc., 6.50% Series I Cumul Convertible Perpetual Preferred Stock
Ticker Symbol: WELL-I* CUSIP: 95040Q203 Previous CUSIP: 42217K601 Exchange: NYSE
* NOTE: This security is no longer trading as of 2/28/2019
QUANTUMONLINE.COM SECURITY DESCRIPTION: Welltower, Inc., formerly Health Care REIT, Inc., 6.50% Series I Cumulative Convertible Perpetual Preferred Stock, liquidation preference $50 per share, not redeemable at the issuer's option at any time, and with no stated maturity. Cumulative distributions of 6.50% ($3.25) per annum are paid quarterly on 1/15, 4/15, 7/15 & 10/15 to holders of record on the record date of 12/31, 3/31, 6/30 & 9/30 respectively (NOTE: the ex-dividend date is one business day prior to the record date). Dividends paid by preferreds issued by REITs are NOT eligible for the 15% tax rate on dividends and are also NOT eligible for the dividend received deduction for corporate holders. The preferred shares are convertible any time at the holder's option into 0.8460 common shares of Wellspring Inc. (NYSE: HCN), an initial conversion price of $59.10 per common share. On or after 4/20/2018, if the price of the common stock exceeds 130% of the conversion price for 20 of any 30 consecutive trading days, the company may, at their option, cause the preferred shares to be converted into common shares at the then prevailing conversion price. In regard to the payment of dividends and upon liquidation, the preferred shares rank equally with other preferreds and senior to the common shares of the company. See the IPO prospectus for further information on the convertible preferred stock and the conversion provisions by clicking on the ‘Link to IPO Prospectus’ provided below.
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Stock Exchange |
Cpn Rate Ann Amt |
LiqPref CallPrice |
Call Date Matur Date |
Moodys/S&P Dated |
Conv Shrs Conv Price |
Distribution Dates |
15% Tax Rate |
NYSE
Chart
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6.50%
$3.25
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$50.00
n.a.
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4/20/2018
None
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Baa3
BB+
3/24/2016
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0.8460
$59.10
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1/15, 4/15, 7/15 & 10/15
Click for MW ExDiv Date
Click for Yahoo ExDiv Date
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No
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Go to Parent Company's Record (WELL)
Notes: Feb. 21, 2019 -- Welltower Inc. announced today that it has elected to effect the conversion of all of its outstanding Series I Cumulative Convertible Perpetual Preferred Stock into the Company's common stock (NYSE: WELL) pursuant to the terms of the Convertible Preferred Stock. 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. 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.
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IPO - 3/2/2011 - 12.50 Million Shares @ $50.00/share.
Link to IPO Prospectus
Previous Ticker Symbol: HCN-I Changed: 2/28/2018
Previous Name: Health Care REIT, 6.50% Series I Cumul Convertible Perpetual Preferred Stock Changed: 2/28/2018
Market Value $625.0 Million
Company's Online Information Links
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Company's Online SEC EDGAR Filings |
Company's Email Address Links |
Address and Phone Numbers |
Address: 4500 Dorr Street, Toledo, OH 43615 |
Main Phone Number |
419-247-2800 |
Fax Number |
419-247-2826 |
Investor Contact (CFO)
John Goodey
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419-247-2800
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Toll Free Phone Number |
877-670-0070 |
CEO - Thomas J. DeRosa |
CFO - John Goodey |
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