8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Aug 1, 2017)

Filed August 1, 2017For Securities:WELL

Summary

Welltower Inc. (WELL) announced on July 31, 2017, that it has entered into amended and restated equity distribution agreements with several leading financial institutions, acting as sales agents. These agreements allow Welltower to offer and sell shares of its common stock from time to time. The company has previously sold approximately $215.9 million worth of stock under similar arrangements and has approximately $784.1 million remaining available for issuance under these new agreements, plus any shares that may be sold through forward sale agreements. In conjunction with these distribution agreements, Welltower has also entered into master forward sale confirmations. These arrangements enable the company to potentially raise additional capital through forward sales of its common stock. While Welltower will not initially receive proceeds from borrowed shares sold by forward purchasers, it expects to receive cash proceeds at settlement when it physically delivers shares. However, the company retains the option to cash settle or net share settle these agreements, which could result in no proceeds or even an obligation to pay cash or deliver additional shares. The aggregate sales price for all shares sold under these agreements, including forward sales, is capped at $784.1 million. These arrangements provide Welltower with flexibility in managing its capital structure and accessing equity markets.

Key Highlights

  • 1Welltower Inc. entered into amended and restated equity distribution agreements with multiple sales agents on July 31, 2017.
  • 2Approximately $784,083,001 remains available for the issuance and sale of common stock under these new agreements.
  • 3The company has previously sold $215,916,998 of common stock under prior agreements.
  • 4New master forward sale confirmations have been entered into, allowing for the use of forward sale agreements.
  • 5Under forward sale agreements, Welltower expects to physically settle by delivering shares and receiving cash, but can elect cash or net share settlement.
  • 6The aggregate sales price for all shares sold under the distribution and forward sale agreements is capped at $784,083,001.
  • 7Sales agents and forward sellers will receive fees, not to exceed 1.50% of the gross sales price.

Frequently Asked Questions

These agreements allow Welltower Inc. to efficiently offer and sell shares of its common stock from time to time through designated sales agents. This provides the company with a flexible mechanism to raise capital by issuing new shares into the market.

A forward sale agreement involves Welltower agreeing to sell shares at a future date. Initially, a financial institution (Forward Purchaser) will borrow and sell shares on Welltower's behalf. Welltower expects to physically settle by delivering its own shares at a future date, receiving cash proceeds. However, Welltower has the option to settle by cash payment or by delivering additional shares, which could impact the net proceeds received or even create an obligation for the company.

The company can offer and sell up to $784,083,001 of its common stock through these equity distribution and forward sale agreements. This amount represents the maximum aggregate sales price for all shares that can be issued and sold.

Sales agents acting on behalf of Welltower will receive a fee of up to 1.50% of the gross sales price of shares sold. Similarly, when financial institutions act as Forward Sellers, Welltower will pay commissions, also capped at 1.50% of the sales price of borrowed shares, typically structured as a reduced initial forward sale price.