8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Nov 15, 2010)

Filed November 15, 2010For Securities:WELL

Summary

This 8-K filing from Health Care REIT, Inc. (now Welltower Inc.) on November 15, 2010, primarily announces updates regarding its at-the-market (ATM) equity offering program. The company has entered into new equity distribution agreements with multiple managers, including UBS Securities LLC, RBS Securities Inc., KeyBanc Capital Markets Inc., and Credit Agricole Securities (USA) Inc. This action is taken to facilitate the ongoing sale of up to $250 million in common stock previously registered under a Form S-3 shelf registration statement. Specifically, the company is utilizing the remaining available balance of approximately $120 million under these agreements. This move suggests a proactive approach by Health Care REIT to access capital through the public markets as needed, likely for general corporate purposes, strategic investments, or to fund growth initiatives. The sales will be executed through ordinary brokers' transactions on the New York Stock Exchange at prevailing market prices, indicating a flexible and opportunistic approach to equity issuance.

Key Highlights

  • 1Health Care REIT, Inc. entered into new equity distribution agreements with multiple financial institutions (UBS, RBS, KeyBanc, Credit Agricole) on November 12, 2010.
  • 2These agreements are to facilitate an at-the-market (ATM) offering of common stock.
  • 3The company is authorized to sell up to $250 million in common stock under a previously effective S-3 registration statement.
  • 4Approximately $119.98 million remains available for sale under these agreements.
  • 5Previous sales of approximately $130.02 million have already been made through UBS Securities LLC.
  • 6Sales will be conducted on the New York Stock Exchange at market prices or through other agreed-upon methods.
  • 7The filing includes the form of the equity distribution agreement as an exhibit.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce that Health Care REIT, Inc. has entered into new equity distribution agreements with several investment banks to continue its at-the-market offering of common stock, utilizing the remaining available balance.

The company can sell shares of its common stock having an aggregate offering price equal to the remaining available balance under the agreements, which is approximately $119,984,952.37. The total program, including prior sales, was for up to $250 million.

The shares will be sold through ordinary brokers' transactions on the New York Stock Exchange at market prices, in block transactions, or as otherwise agreed by the company and the managers. They can also be sold through any other existing trading market or to/through a market maker.

This filing indicates that the company may issue new shares of common stock in the open market. This could potentially dilute existing shareholders' ownership percentage if they do not purchase additional shares. However, it also suggests the company is strategically managing its capital to fund growth or other corporate needs.