8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Aug 1, 2023)

Filed August 1, 2023For Securities:WELL

Summary

Welltower Inc. (WELL) has entered into a new Equity Distribution Agreement, replacing its prior agreement from May 2023. This new agreement allows the company to offer and sell up to $4 billion of its common stock from time to time through a syndicate of sales agents. The agreement also includes provisions for forward sale agreements. Under these arrangements, the company may request forward purchasers to borrow and sell Welltower's shares. The company will receive proceeds at a future settlement date if it physically settles these forward agreements. However, there's a possibility of not receiving proceeds, or even owing cash or shares, if the company opts for cash or net share settlement. This move provides Welltower with significant financial flexibility to access capital markets.

Key Highlights

  • 1Entered into a new Equity Distribution Agreement with a syndicate of sales agents.
  • 2Authorization to offer and sell up to $4 billion of common stock.
  • 3Replaced the prior equity distribution agreement dated May 3, 2023.
  • 4The agreement includes provisions for forward sale agreements with forward purchasers.
  • 5Forward sale agreements allow for the sale of borrowed shares, with future settlement for the company.
  • 6Potential for the company to not receive proceeds or owe cash/shares depending on settlement method.
  • 7The offering is registered under the company's automatic shelf registration statement on Form S-3.

Frequently Asked Questions

The primary purpose is to provide Welltower Inc. with the flexibility to raise up to $4 billion in capital by offering and selling its common stock over time through various sales agents.

Forward sale agreements allow Welltower to arrange for forward purchasers to borrow and sell its shares. The company expects to settle these agreements in the future, potentially receiving cash proceeds if it physically settles. However, the company may choose to cash or net share settle, which could result in no proceeds or an obligation to pay cash or deliver shares.

No, the $4 billion represents the maximum aggregate sales price of common stock that may be offered and sold over time under the agreement. The actual amount and timing of sales will depend on Welltower's capital needs and market conditions.

When a forward seller sells shares, they are essentially borrowing those shares from third parties. Welltower itself does not receive proceeds from these initial sales of borrowed shares. The company's involvement comes at the future settlement of the forward sale agreement.