8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Oct 29, 2024)

Filed October 29, 2024For Securities:WELL

Summary

Welltower Inc. (WELL) announced on October 29, 2024, the execution of a new Equity Distribution Agreement, effectively replacing its prior agreement from April 2024. This new agreement allows the company to offer and sell shares of its common stock, with an aggregate sales price of up to $5 billion. The offering can be conducted through various methods, including ordinary broker transactions on the NYSE or block transactions, and is registered under an existing Form S-3 shelf registration statement. This significant at-the-market (ATM) equity offering provides Welltower with substantial financial flexibility to access capital. The agreement also includes provisions for forward sale agreements, which allow the company to potentially receive cash proceeds from forward sales, though settlement terms could result in the company owing cash or shares. Investors should note that the company will not receive proceeds from the initial sale of borrowed shares by forward sellers. The termination of the previous agreement indicates a strategic shift in the company's capital raising efforts.

Key Highlights

  • 1Welltower Inc. entered into a new Equity Distribution Agreement on October 29, 2024.
  • 2The company can issue and sell common stock with an aggregate sales price of up to $5 billion through the agreement.
  • 3The new agreement replaces a prior equity distribution agreement dated April 30, 2024.
  • 4The offering includes provisions for "forward sale agreements" allowing for potential future cash proceeds to the company.
  • 5Sales can be made through various methods, including NYSE ordinary broker transactions, block transactions, or other market mechanisms.
  • 6The offering is registered under Welltower's existing Form S-3 shelf registration statement.
  • 7The company will not receive proceeds from the initial sale of borrowed shares by forward sellers.

Frequently Asked Questions

The primary purpose of the new Equity Distribution Agreement is to provide Welltower Inc. with the flexibility to raise capital by issuing and selling shares of its common stock in an at-the-market (ATM) offering, with a potential aggregate sales price of up to $5 billion.

Welltower expects to receive cash proceeds when it physically settles forward sale agreements with forward purchasers on or before the maturity dates. However, the company will not receive any proceeds from the initial sale of borrowed shares by forward sellers. It also has the option to cash or net share settle, which might result in no proceeds or an obligation to pay cash or deliver shares.

An at-the-market (ATM) offering allows a company to sell shares of its stock in the open market over time at prevailing market prices, typically through an intermediary. This provides flexibility in timing and pricing compared to a traditional underwritten offering.

The new Equity Distribution Agreement, dated October 29, 2024, terminates Welltower's prior equity distribution agreement that was dated April 30, 2024.