8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Feb 15, 2024)

Filed February 15, 2024For Securities:WELL

Summary

Welltower Inc. (WELL) announced on February 15, 2024, that it has entered into a new Equity Distribution Agreement with an extensive list of sales agents. This agreement allows WELL to offer and sell shares of its common stock through these agents, or potentially via forward sale agreements, with a total aggregate value of up to $3.5 billion. This new arrangement effectively terminates the company's prior equity distribution agreement dated August 1, 2023. The company has the flexibility to utilize these sales agents to issue shares at prevailing market prices through various methods, including ordinary brokerage transactions on the NYSE. Importantly, the company can also engage in forward sale agreements, where forward purchasers may borrow and sell shares. While the company does not receive immediate proceeds from these borrowed shares, it anticipates settling these agreements at a future date for cash, though other settlement options exist that may not yield proceeds. The shares offered under this program are registered on the company's existing Form S-3 shelf registration statement.

Key Highlights

  • 1New Equity Distribution Agreement executed on February 15, 2024, replacing the prior agreement from August 1, 2023.
  • 2Authorization to offer and sell up to $3.5 billion of common stock (ATM Shares) through a syndicate of sales agents.
  • 3Flexibility to conduct sales via ordinary brokers' transactions on the NYSE, block transactions, or other market-agreed methods.
  • 4Ability to enter into forward sale agreements with forward purchasers, involving the borrowing and sale of shares.
  • 5Potential for future cash proceeds upon physical settlement of forward sale agreements, but no proceeds if settled via cash or net share settlement.
  • 6Shares are registered under the company's existing Form S-3 automatic shelf registration statement.
  • 7The agreement involves a comprehensive list of reputable financial institutions acting as sales agents.

Frequently Asked Questions

The primary purpose is to provide Welltower Inc. with the flexibility to raise capital by issuing and selling shares of its common stock, up to a total of $3.5 billion, through a network of sales agents. This allows the company to access the equity markets opportunistically.

Proceeds will be received when shares are sold directly through the sales agents. If forward sale agreements are used, Welltower does not receive immediate proceeds from the borrowed shares. It expects to receive cash proceeds upon physical settlement of these agreements at a future date, but cash or net share settlement options may result in no proceeds or even an obligation to pay cash or deliver shares.

The agreement allows for shares to be offered and sold 'from time to time' and 'up to $3,500,000,000.' This indicates that the company can choose when and how much stock to sell based on market conditions and its capital needs, rather than an immediate issuance of the full amount.

No, the $3.5 billion represents the maximum aggregate sales price of common stock that may be offered and sold under this agreement. Welltower has the discretion to decide if, when, and how much stock it will sell through this program.