Item 8.01 Other Events
On July 30, 2021, Welltower Inc., a Delaware corporation (the "Company"),
entered into an amended and restated equity distribution agreement (the "Equity
Distribution Agreement") with (i) Robert W. Baird & Co. Incorporated, Barclays
Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY
Mellon Capital Markets, LLC, BofA Securities, Inc., BOK Financial Securities,
Inc., Capital One Securities, Inc., Citigroup Global Markets Inc., Comerica
Securities, Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank
Securities Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, Hancock
Whitney Investment Services, 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., SMBC Nikko
Securities America, Inc., Stifel, Nicolaus & Company, Incorporated, 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 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 set out below) relating to issuances, offers and sales of shares
of the Company's common stock, par value $1.00 per share (the "Common Stock").
The Equity Distribution Agreement amends and restates the Company's prior equity
distribution agreement, dated May 4, 2021 (the "Prior Agreement"), by
(1) including BNP Paribas Securities Corp., Capital One Securities, Inc.,
Hancock Whitney Investment Services, Inc., Regions Securities LLC and Synovus
Securities, Inc. as additional sales agents, (2) removing Raymond James &
Associates, Inc. and UBS Securities LLC from their role as sales agents and
their affiliates' role as Forward Purchasers under the equity distribution
agreement, and (3) increasing the total amount of shares of Common Stock that
may be offered and sold through any of the Sales Agents (acting in their
capacity as our Sales Agents or as Forward Sellers) under the Equity
Distribution Agreement from $2,000,000,000 to $2,500,000,000 (the "ATM Shares"),
which amount excludes shares the Company has previously sold pursuant to the
Prior Agreement. As of the date of this Current Report, the Company has sold an
aggregate of 18,531,255 shares pursuant to the Prior Agreement for gross
proceeds of approximately $1,483,976,017.67.
Concurrently with entry into the Equity Distribution Agreement, the Company
entered into a master forward sale confirmation (together with the Company's
existing master forward sale confirmations entered into pursuant to the Prior
Agreement, the "Master Forward Sale Confirmations") between the Company and BNP
Paribas (when acting in this capacity, and together with the forward purchasers
under such existing master forward sale confirmations, the "Forward
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 also
may enter into forward sale agreements under the Master Forward Sale
Confirmations. 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
Shares sold through the Sales Agents, whether as an agent for the Company or as
a Forward Seller, under the Equity Distribution Agreement and any forward sale
agreements, have an aggregate sales price in excess of $2,500,000,000.
The Company will not initially 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
Sales of the ATM Shares, if any, will be made 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 (No. 333-255766) pursuant to a prospectus supplement amendment filed
with the Securities and Exchange Commission on July 30, 2021.
The foregoing description of certain terms of the Equity Distribution Agreement
and the Master Forward Sale Confirmations and the transactions contemplated by
the Equity Distribution Agreement and the Master Forward Sale Confirmations 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 Master
Forward Sale Confirmation, which are filed herewith as Exhibits 1.1 and 1.2,
respectively, and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
1.1 Amended and Restated Equity Distribution Agreement, dated as of July 30,
2021, between Welltower Inc., the sales agents and forward sellers named
therein and the related forward purchasers.
1.2 Form of Master Forward Sale Confirmation (filed with the Securities and
Exchange Commission as Exhibit 1.2 to the Company's Form 8-K filed May 5,
2021, and incorporated herein by reference thereto).
5.1 Opinion of Gibson, Dunn & Crutcher LLP regarding the ATM Shares.
8.1 Tax Opinion of Gibson, Dunn & Crutcher LLP regarding the ATM Shares.
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibits 5.1, 5.2,
8.1, 8.2 and 8.3 hereto).
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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