UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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| Item 8.01 | Other Events. |
At-the-Market Offering
On March 28, 2025, Welltower Inc., a Delaware corporation (the “Company”), entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Welltower OP LLC, a Delaware limited liability company (“Welltower OP”), and (i) BofA Securities, Inc., BBVA Securities Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Barclays Capital Inc., Capital One Securities, Inc., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Loop Capital Markets LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Synovus Securities, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agents (when acting in this capacity, individually, a “Sales Agent” and, collectively, the “Sales Agents”) and, in certain cases, forward sellers (when a sales agent is acting in this capacity, individually, a “Forward Seller” and, collectively, the “Forward Sellers”) and (ii) the Forward Purchasers (as defined below) relating to issuances, offers and sales of shares of the Company’s common stock (the “Common Stock”), par value $1.00 per share, and in connection therewith, on March 28, 2025, terminated its prior equity distribution agreement dated October 29, 2024. In accordance with the terms of the Equity Distribution Agreement, shares of Common Stock having an aggregate sales price of up to $7,500,000,000 (the “ATM Shares”) may be offered and sold from time to time through any of the Sales Agents (acting in their capacity as sales agents or as Forward Sellers, as described below).
The Equity Distribution Agreement provides that, in addition to the issuance and sale of the ATM Shares by the Company through the Sales Agents, the Company may enter into forward sale agreements under separate master forward sale confirmations with the Forward Sellers (or affiliates thereof) (the “Forward Purchasers”). In connection with each particular forward sale agreement, the relevant Forward Purchaser or its affiliates will, at the Company’s request, borrow from third parties and, through the relevant Forward Seller, sell a number of the ATM Shares equal to the number of ATM Shares underlying the particular forward sale agreement. In no event will the aggregate number of ATM Shares sold through the Sales Agents, whether as agents for the Company or as Forward Sellers, under the Equity Distribution Agreement, have an aggregate sales price in excess of $7,500,000,000.
The Company will not receive any proceeds from the sale of borrowed shares of Common Stock by a Forward Seller. The Company expects to physically settle each particular forward sale agreement with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of that particular forward sale agreement, in which case the Company would expect to receive per share cash proceeds at settlement equal to the forward sale price under the relevant forward sale agreement. However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or shares of Common Stock (in the case of net share settlement) to the relevant Forward Purchaser.
Sales of the ATM Shares, if any, will be made by any method permitted by law, including by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices, in block transactions, or as otherwise agreed with the applicable Sales Agent, or by means of any other existing trading market for the Common Stock or to or through a market maker other than on an exchange. The offer and sale of the ATM Shares has been registered on the Company’s automatic shelf registration statement on Form S-3 (File No. 333-286204) (the “New Registration Statement”), pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2025.
The foregoing description of certain terms of the Equity Distribution Agreement and the forward sale agreements (the form of which is attached as Schedule C to the Equity Distribution Agreement) and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Equity Distribution Agreement and the form of forward sale agreement, which are filed herewith as Exhibit 1.1 and are incorporated by reference herein.
Exchangeable Notes Resale Prospectus Supplement
On March 28, 2025, the Company filed with the SEC the New Registration Statement to replace the Company’s existing automatic shelf registration statement on Form S-3 (No. 333-264093) filed with the SEC on April 1, 2022 (the “Prior Registration Statement”). In connection with the filing of the New Registration Statement, on March 28, 2025, the Company filed with the SEC another prospectus supplement (the “Exchangeable Prospectus Supplement”) to the Base Prospectus. The Exchangeable Prospectus Supplement continues the offering previously covered by a prospectus supplement and the accompanying prospectus to the Prior Registration Statement relating to the registration of up to 23,471,419 shares of Common Stock (the “Exchangeable Shares”) that may, under certain circumstances, be issuable upon exchange of the 2.750% Exchangeable Senior Notes due 2028 or 3.125% Exchangeable Senior Notes due 2029 of Welltower OP, and the resale from time to time by the recipients of such Exchangeable Shares.
DownREIT Prospectus Supplement
In connection with the filing of the New Registration Statement, on March 28, 2025, the Company filed with the SEC another prospectus supplement (the “DownREIT Prospectus Supplement”) to the Base Prospectus. The DownREIT Prospectus Supplement continues the offering previously covered by a prospectus supplement and the accompanying prospectus to the Prior Registration Statement relating to the registration and possible issuance of up to 390,590 shares of Common Stock (the “DownREIT Shares”) that may be issued from time to time if, and to the extent that, certain holders of Class A units (the “DownREIT Units”) of HCN G&L DownREIT II LLC, a Delaware limited liability company (the “DownREIT”), tender such DownREIT Units for redemption by the DownREIT, and HCN DownREIT Member, LLC, a majority-owned indirect subsidiary of the Company (including its permitted successors and assigns, the “Managing Member”), or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT and to satisfy all or a portion of the redemption consideration by issuing DownREIT Shares to the holders instead of or in addition to paying a cash amount.
Registration of the DownREIT Shares as provided in the DownREIT Prospectus Supplement does not necessarily mean that any of the holders of DownREIT Units will exercise their redemption rights with respect to the DownREIT Units or that the Managing Member will elect to assume the redemption obligations of the DownREIT and to satisfy all or a portion of the redemption consideration by issuing DownREIT Shares to the holders instead of or in addition to paying a cash amount.
Welltower OP Unit Prospectus Supplement
In connection with the filing of the New Registration Statement, on March 28, 2025, the Company filed with the SEC another prospectus supplement (the “OP Prospectus Supplement”) to the Base Prospectus. The OP Prospectus Supplement continues the offering previously covered by a prospectus supplement and the accompanying prospectus to the Prior Registration Statement relating to the registration and possible issuance of up to 238,868 shares Common Stock (the “OP Shares”) that may be issued from time to time if, and to the extent that, certain holders of Class A common units (the “OP Units”) of Welltower OP tender such OP Units for redemption by Welltower OP, and the Company elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing OP Shares to the holders instead of or in addition to paying a cash amount.
Registration of the OP Shares as provided in the OP Prospectus Supplement does not necessarily mean that any of the holders of OP Units will exercise their redemption rights with respect to the OP Units or that the Company will elect to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing OP Shares to the holders instead of or in addition to paying a cash amount.
Resale Prospectus Supplement
On March 28, 2025, the Company filed with the SEC a prospectus supplement to the Base Prospectus to register the offer and resale by the selling stockholder identified therein of up to 1,563,904 shares of Common Stock (the “Resale Shares”), which the Company issued as consideration for its recent acquisition of certain properties.
The Company is filing this Current Report on Form 8-K, in part, to provide legal and tax opinions of its counsel, Gibson, Dunn & Crutcher LLP, which opinions are attached hereto as Exhibits 5.1, 5.2, 5.3, 5.4, 5.5, 8.1, 8.2, 8.3, 8.4 and 8.5 and are incorporated by reference herein and in the New Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WELLTOWER INC. | ||
| By: | /s/ MATTHEW MCQUEEN | |
| Name: | Matthew McQueen | |
| Title: | Chief Legal Officer and General Counsel | |
Date: March 28, 2025