8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Feb 26, 2019)

Filed February 26, 2019For Securities:WELL

Summary

Welltower Inc. (WELL) announced on February 25, 2019, that it has entered into new amended and restated equity distribution agreements with a syndicate of sales agents. These agreements allow the company to offer and sell up to $1.5 billion of its common stock over time through these agents. These arrangements also include master forward sale confirmations, enabling Welltower to engage in forward sale agreements. In a typical forward sale, the company would arrange for its shares to be borrowed and sold by a forward seller, with the intention of physically settling the agreement later by delivering shares and receiving cash proceeds. However, the company retains the option for cash or net share settlement, which could result in no proceeds or even an obligation to pay cash or deliver shares. The sales are expected to occur on the New York Stock Exchange.

Key Highlights

  • 1Welltower Inc. has established a new equity distribution program allowing for the sale of up to $1.5 billion in common stock.
  • 2The program utilizes a syndicate of prominent financial institutions as sales agents and forward purchasers.
  • 3The equity distribution agreements are coupled with master forward sale confirmations.
  • 4The company can elect to sell shares directly or enter into forward sale agreements.
  • 5Forward sales may involve the borrowing and sale of company shares, with subsequent physical, cash, or net share settlement.
  • 6Settlement options for forward sales include receiving cash, paying cash, or delivering shares.
  • 7Sales will be conducted on the New York Stock Exchange through ordinary brokers' transactions or block trades.

Frequently Asked Questions

The primary purpose is to provide Welltower Inc. with the flexibility to raise capital by issuing and selling up to $1.5 billion of its common stock over time. This can be done directly through sales agents or indirectly via forward sale agreements.

In a forward sale, a forward purchaser or its affiliate borrows Welltower's shares and sells them in the market. Welltower then has the option to physically settle the agreement later (receiving cash) or to cash/net share settle, which could result in Welltower owing money or shares.

No, Welltower will not immediately receive proceeds from shares sold by a forward seller under a forward sale agreement. Proceeds are typically received upon physical settlement of the forward sale. Cash or net share settlements may not result in Welltower receiving any proceeds and could even require Welltower to pay cash or deliver shares.

The aggregate sales price of shares sold under these agreements, whether through direct sales or forward sales, will not exceed $1,500,000,000.