8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Feb 23, 2017)

Filed February 23, 2017For Securities:WELL

Summary

Welltower Inc. (WELL) announced on February 23, 2017, that it has entered into equity distribution agreements with several prominent financial institutions, including Morgan Stanley, Merrill Lynch, Goldman Sachs, UBS, and Wells Fargo. These agreements allow the company to offer and sell shares of its common stock from time to time, with an aggregate offering price of up to $1 billion. This initiative is being conducted under its existing Registration Statement on Form S-3, which became effective in May 2015. The primary purpose of these agreements is to provide Welltower with flexibility to access capital markets and raise funds as needed. The shares can be sold through various methods, including ordinary brokerage transactions on the New York Stock Exchange at market prices, block transactions, or other agreed-upon methods. This allows Welltower to opportunistically manage its capital structure and fund its ongoing operations and strategic initiatives.

Key Highlights

  • 1Welltower Inc. entered into equity distribution agreements with six major financial institutions: Morgan Stanley, Merrill Lynch, Goldman Sachs, UBS, and Wells Fargo.
  • 2The company has the ability to offer and sell shares of its common stock with an aggregate offering price of up to $1 billion.
  • 3Sales will be conducted under Welltower's effective Registration Statement on Form S-3 filed in May 2015.
  • 4Shares can be sold through various methods, including ordinary brokerage transactions on the NYSE at market prices.
  • 5The agreements provide Welltower with flexibility to access capital markets and raise funds opportunistically.
  • 6This is a shelf offering, allowing the company to deploy capital as market conditions or corporate needs dictate.

Frequently Asked Questions

The main purpose is to provide Welltower Inc. with the flexibility to raise up to $1 billion in capital by selling shares of its common stock from time to time. This allows the company to access funding opportunistically to support its operations, growth, or other strategic initiatives.

Welltower can sell shares as needed and under market conditions. Sales can be made through ordinary brokerage transactions on the New York Stock Exchange at prevailing market prices, in block transactions, or by other agreed-upon methods with the managers. This is facilitated by an existing shelf registration statement.

The financial institutions acting as managers under these equity distribution agreements are Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., UBS Securities LLC, and Wells Fargo Securities, LLC.

No, this announcement indicates that Welltower has established the framework to potentially issue and sell shares up to a certain amount ($1 billion) over time. It does not guarantee that any shares will be sold immediately or at all, as the company has the discretion to decide when and if to utilize these agreements.