8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Nov 7, 2008)

Filed November 7, 2008For Securities:WELL

Summary

Welltower Inc. (formerly Health Care REIT, Inc.) announced on November 6, 2008, the execution of an Equity Distribution Agreement with UBS Securities LLC. This agreement, effective under a previously filed Form S-3 registration statement, allows the company to offer and sell shares of its common stock up to an aggregate offering price of $250 million. The shares will be sold through UBS Securities LLC as the sales agent, primarily via ordinary brokers' transactions on the New York Stock Exchange at prevailing market prices. This filing indicates a strategic move by Welltower to potentially raise a significant amount of capital. The flexibility to offer shares "from time to time" and through various transaction types suggests that management is positioning the company to capitalize on market opportunities or address potential funding needs. Investors should monitor future disclosures for details on any actual share issuances and the intended use of proceeds.

Key Highlights

  • 1Entered into an Equity Distribution Agreement with UBS Securities LLC.
  • 2Capacity to offer and sell up to $250 million of common stock.
  • 3Sales will be conducted through UBS Securities LLC as a sales agent.
  • 4Offerings will be made via ordinary brokers' transactions on the NYSE at market prices.
  • 5Agreement is part of a previously effective Form S-3 registration statement.
  • 6The filing was made on November 6, 2008, and is dated November 7, 2008.

Frequently Asked Questions

The Equity Distribution Agreement allows Welltower Inc. to offer and sell up to $250 million of its common stock from time to time. This provides the company with flexibility to raise capital as needed through the sale of its shares on the New York Stock Exchange.

Shares will be sold through UBS Securities LLC, acting as the company's sales agent. The sales will primarily occur through ordinary brokers' transactions on the New York Stock Exchange at the prevailing market prices, or potentially through block transactions or other agreed-upon methods.

The company has the capacity to sell shares with an aggregate offering price of up to $250,000,000.

No, the agreement provides the *capacity* to offer and sell up to $250 million worth of stock. Whether and how much stock is actually sold will depend on market conditions, the company's capital needs, and management's decision to utilize the agreement.