8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Aug 5, 2015)

Filed August 5, 2015For Securities:WELL

Summary

This 8-K filing from Health Care REIT, Inc. (now Welltower Inc.) on August 5, 2015, primarily details administrative updates to its at-the-market (ATM) equity distribution program. The company has filed a new registration statement and prospectus supplement to replace an expiring one, allowing for the continued offering and sale of its common stock up to a remaining aggregate offering price of approximately $457.1 million. Additionally, the filing reports the termination of an equity distribution agreement with RBS Securities Inc. and amendments to agreements with remaining managers (UBS Securities LLC, KeyBanc Capital Markets Inc., and Credit Agricole Securities (USA) Inc.) to reflect this change. The company is also providing legal and tax opinions concerning the shares covered by the new prospectus supplement as exhibits to this filing.

Key Highlights

  • 1Health Care REIT, Inc. filed a new Form S-3 registration statement and an accompanying prospectus supplement (dated August 5, 2015) to facilitate ongoing common stock offerings.
  • 2The new registration statement allows for the sale of up to $457,111,877 in remaining shares under existing equity distribution agreements.
  • 3The equity distribution agreement with RBS Securities Inc. was terminated in July 2015.
  • 4The company amended its equity distribution agreements with UBS Securities LLC, KeyBanc Capital Markets Inc., and Credit Agricole Securities (USA) Inc. to remove references to the terminated manager.
  • 5Sales of shares will be conducted through customary brokers' transactions on the NYSE, block transactions, or other agreed-upon methods in the existing trading market.
  • 6The filing includes legal opinions from Shumaker, Loop & Kendrick, LLP regarding the legality of the shares and tax opinions from Arnold & Porter LLP, both related to the new prospectus supplement.

Frequently Asked Questions

The primary purpose of this 8-K is to update the company's at-the-market equity distribution program. This involves filing a new registration statement and prospectus supplement to allow for the continued offering and sale of its common stock, as well as documenting amendments to the underlying distribution agreements with its financial managers.

The company can raise up to a remaining aggregate offering price of approximately $457,111,877 through the sale of its common stock under the updated registration statement and prospectus supplement.

The agreements were amended because one of the previously designated managers, RBS Securities Inc., had its agreement terminated. The amendments ensure that the agreements accurately reflect the current group of managers involved in the equity distribution program.

The legal and tax opinions provide assurance to investors and regulatory bodies that the shares being offered for sale under the new prospectus supplement are legally issued and that certain tax aspects have been reviewed and addressed by qualified legal counsel. They support the validity of the offering.