8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Apr 4, 2022)

Filed April 4, 2022For Securities:WELL

Summary

Welltower Inc. (WELL) has filed an 8-K report detailing the replacement of its existing automatic shelf registration statement with a new one. This new registration statement allows for the potential issuance of up to approximately 1.1 million shares of common stock related to the redemption of units in its DownREIT and DownREIT II entities. This mechanism allows holders of these units to potentially exchange them for Welltower common stock instead of cash, and the company has registered these shares for possible issuance. Furthermore, Welltower has entered into an "At-the-Market" (ATM) equity distribution agreement, allowing it to offer and sell up to $3 billion of its common stock over time through various sales agents. This agreement also includes provisions for forward sale agreements, which could involve the company eventually delivering shares or receiving cash based on future stock prices. This provides Welltower with significant flexibility to raise capital through equity offerings as market conditions permit.

Key Highlights

  • 1Welltower replaced its existing shelf registration statement with a new one, effective April 4, 2022.
  • 2The new registration statement covers the potential issuance of up to 620,731 DownREIT Shares and 475,327 DownREIT II Shares.
  • 3These shares may be issued to holders of DownREIT Units and DownREIT II Units who choose to redeem their units and if Welltower opts to satisfy redemption obligations with stock instead of cash.
  • 4The company entered into an "At-the-Market" (ATM) equity distribution agreement allowing for the sale of up to $3 billion of common stock.
  • 5The ATM agreement includes provisions for forward sale agreements, offering flexibility in capital raising.
  • 6The registration of these shares does not guarantee their issuance or redemption; it provides the framework for potential future transactions.
  • 7The filing includes various legal opinions and exhibits related to the share issuances and equity distribution agreement.

Frequently Asked Questions

The new automatic shelf registration statement on Form S-3 is intended to replace an existing one. It registers shares of common stock that may be issued in connection with the redemption of units in Welltower's DownREIT and DownREIT II entities. This allows holders of these units to potentially exchange them for Welltower's common stock.

The ATM offering allows Welltower to sell up to $3 billion of its common stock over time through a group of sales agents. Shares can be sold in ordinary brokerage transactions on the New York Stock Exchange or through other market channels. This provides Welltower with flexibility to raise capital efficiently based on market conditions.

The ATM agreement also includes provisions for forward sale agreements. Under these agreements, a forward purchaser may borrow shares and sell them in the market. Welltower would then expect to deliver shares (physically settle) or make a cash payment to the forward purchaser at a future date. This allows Welltower to effectively raise capital now while deferring the potential issuance of shares or the final cash settlement.

No, the registration of shares for DownREIT and DownREIT II redemptions, and the ATM offering, does not guarantee that any shares will be issued or sold. It simply establishes the legal framework to allow for these potential transactions to occur in the future if Welltower and/or unit holders decide to proceed.