8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Mar 28, 2025)

Filed March 28, 2025For Securities:WELL

Summary

Welltower Inc. (WELL) announced significant capital markets activity through an 8-K filing on March 28, 2025. The company has entered into a new, expansive Equity Distribution Agreement allowing for the potential sale of up to $7.5 billion of its common stock through an "At-the-Market" (ATM) offering. This agreement replaces a prior one and significantly increases the potential capital that can be raised over time. The ATM offering includes provisions for forward sales, which allow Welltower to potentially receive proceeds at a future date, though with flexibility for cash or net share settlement. In addition to the ATM offering, Welltower also filed a new automatic shelf registration statement and related prospectus supplements. These filings cover the potential issuance or resale of shares related to the exchange of its senior notes, potential issuance of shares in connection with its DownREIT and OP unit structures, and the resale of shares issued as acquisition consideration. The extensive legal and tax opinions from Gibson, Dunn & Crutcher LLP accompany these filings, underscoring the company's proactive approach to managing its capital structure and providing liquidity for various corporate actions and outstanding securities.

Key Highlights

  • 1Welltower has entered into a new Equity Distribution Agreement to conduct an "At-the-Market" (ATM) offering, potentially raising up to $7.5 billion of its common stock.
  • 2The new ATM agreement replaces a prior agreement and significantly expands the company's flexibility to access capital markets over time.
  • 3The ATM offering includes provisions for forward sale agreements, allowing for potential future cash proceeds upon settlement.
  • 4A new automatic shelf registration statement on Form S-3 has been filed, replacing a prior one.
  • 5Prospectus supplements were filed to register potential issuances and resales of common stock related to exchangeable senior notes, DownREIT units, and Welltower OP units.
  • 6Registration also covers the resale of shares previously issued as acquisition consideration.
  • 7Extensive legal and tax opinions from Gibson, Dunn & Crutcher LLP have been filed to support these capital markets activities.

Frequently Asked Questions

The "At-the-Market" (ATM) offering is a method by which Welltower can sell shares of its common stock directly into the existing market over time. The new Equity Distribution Agreement allows for the sale of common stock with an aggregate sales price of up to $7.5 billion.

Forward sale agreements allow Welltower to enter into arrangements with "Forward Purchasers" where these parties may borrow and sell Welltower's shares. Welltower expects to settle these agreements in the future, typically by delivering shares in exchange for cash at a pre-determined price. This allows Welltower to secure potential future funding, though the settlement mechanism offers flexibility and potential variations in cash proceeds.

The new registration statement and accompanying prospectus supplements are filed to register the potential issuance and/or resale of shares of common stock that may arise from various corporate activities. This includes shares issuable upon exchange of senior notes, shares issued in connection with the redemption of units in its DownREIT and OP structures, and shares previously issued for acquisitions. These filings ensure that these shares are properly registered and available for future transactions.

The legal and tax opinions from Gibson, Dunn & Crutcher LLP provide assurance regarding the legality and tax implications of the various share issuances and resales being registered. These opinions are standard practice for such capital markets activities and provide confidence to investors and regulatory bodies.