8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Aug 3, 2018)

Filed August 3, 2018For Securities:WELL

Summary

Welltower Inc. (WELL) announced on August 3, 2018, the entry into new Equity Distribution Agreements with several prominent financial institutions, including Morgan Stanley, Merrill Lynch, Goldman Sachs, UBS, and Wells Fargo. These agreements, alongside Master Forward Sale Confirmations, allow Welltower to potentially issue and sell up to approximately $784 million of its common stock. The company has the flexibility to offer shares directly through sales agents or engage in forward sale agreements, where forward purchasers borrow and sell shares on Welltower's behalf, with settlement potentially occurring at a future date, providing Welltower with cash proceeds at that time. These arrangements are designed to offer Welltower flexibility in managing its equity capital. While the company may not receive immediate proceeds from forward sales if settled through share delivery, the ultimate physical settlement is expected to provide Welltower with cash. The sales will occur on the New York Stock Exchange and are registered under a previously filed S-3 registration statement. This filing indicates Welltower's proactive approach to capital raising and managing its stock issuance.

Key Highlights

  • 1Welltower Inc. entered into amended and restated equity distribution agreements with multiple sales agents, including Morgan Stanley, Merrill Lynch, Goldman Sachs, UBS, and Wells Fargo.
  • 2The company can offer and sell up to $784,083,001 of its common stock through these agreements.
  • 3The agreements include provisions for forward sale agreements, allowing for the sale of shares borrowed by forward purchasers.
  • 4Welltower expects to receive cash proceeds upon physical settlement of forward sale agreements, which may occur on future dates.
  • 5Sales will be conducted on the New York Stock Exchange through various methods, including market prices and block transactions.
  • 6The offering is covered by Welltower's previously filed Form S-3 registration statement (File No. 333-225004).

Frequently Asked Questions

The primary purpose of the Equity Distribution Agreements and Master Forward Sale Confirmations is to provide Welltower Inc. with a flexible mechanism to raise capital through the issuance and sale of its common stock over time, up to a total value of approximately $784 million.

Welltower can sell shares directly through sales agents, receiving immediate proceeds. For forward sale agreements, Welltower expects to receive cash proceeds when it physically settles the agreement with the forward purchaser on a future date. However, there's a possibility of cash or net share settlement, which might result in Welltower not receiving proceeds or even owing cash or shares.

In a forward sale agreement, a forward purchaser (a financial institution) borrows shares of Welltower's common stock and sells them. Welltower then has an obligation to deliver shares to the forward purchaser at a future date, typically in exchange for cash proceeds at a predetermined forward sale price. This allows Welltower to lock in a future sale price for its stock.

This filing establishes the framework and authorization for Welltower to sell shares. It does not necessarily mean that the full amount of $784 million will be sold immediately. The company has the discretion to offer and sell shares from time to time through the sales agents as market conditions and its capital needs dictate.