Item 8.01 Other Events.
DownREIT and DownREIT II Prospectus Supplements
On April 4, 2022, in connection with the previously announced corporate
reorganization, Welltower Inc., a Delaware corporation (the "Company"), filed
with the Securities and Exchange Commission (the "SEC") a new automatic shelf
registration statement on Form S-3 (No. 333-264093) (the "New Registration
Statement"), to replace the existing automatic shelf registration statement on
Form S-3 (No. 333-255766) filed with the SEC on May 4, 2021 (the "Prior
Registration Statement"). In connection with the filing of the New Registration
Statement, the Company also filed with the SEC two prospectus supplements (the
"DownREIT Prospectus Supplements") to the prospectus dated April 1, 2022, which
was included in the New Registration Statement. The DownREIT Prospectus
Supplements will continue offerings that were previously covered by prospectus
supplements and the accompanying prospectus to the Prior Registration Statement
relating to: (i) the registration and possible issuance of up to 620,731 shares
of the Company's common stock (the "Common Stock"), par value $1.00 per share
(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, 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; and (ii) the registration and possible issuance of up to 475,327
shares Common Stock (the "DownREIT II Shares"), that may be issued from time to
time if, and to the extent that, certain holders of Class A units (the "DownREIT
II Units," and collectively with the DownREIT Units, the "Units") of HCN G&L
DownREIT II LLC, a Delaware limited liability company (the "DownREIT II"),
tender such DownREIT II Units for redemption by the DownREIT II, and the
Managing Member, or a designated affiliate of the Managing Member, elects to
assume the redemption obligations of the DownREIT II and to satisfy all or a
portion of the redemption consideration by issuing DownREIT II Shares to the
holders instead of or in addition to paying a cash amount.
Registration of the DownREIT Shares and the DownREIT II Shares as provided in
the DownREIT Prospectus Supplements does not necessarily mean that any of the
holders of Units will exercise their redemption rights with respect to the Units
or that the Managing Member will elect to assume the redemption obligations of
the DownREIT and the DownREIT II and to satisfy all or a portion of the
redemption consideration by issuing DownREIT Shares and DownREIT II Shares to
the holders instead of or in addition to paying a cash amount.
At-the-Market Offering
On April 4, 2022, the Company entered into a second amended and restated equity
distribution agreements (the "Equity Distribution Agreement") with Welltower OP
Inc. and (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, Jefferies LLC, JMP Securities
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., 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 defined below) relating to issuances, offers and sales of shares
of Common Stock. In accordance with the terms of the Equity Distribution
Agreement, up to $3,000,000,000 of Common Stock (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).
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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 Sales Agents (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
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 $3,000,000,000.
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 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 New Registration Statement pursuant to a prospectus
supplement filed with the SEC on April 4, 2022.
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 Exhibits 1.1, and are
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 Equity Distribution Agreement, dated as of April 4, 2022, among
Welltower Inc., Welltower OP Inc., the sales agents and the related
forward purchasers.
5.1 Opinion of Gibson, Dunn & Crutcher LLP regarding the DownREIT Shares and
the DownREIT II Shares.
5.2 Opinion of Gibson, Dunn & Crutcher LLP regarding the ATM Shares.
8.1 Tax Opinion of Gibson, Dunn & Crutcher LLP regarding the DownREIT
Shares.
8.2 Tax Opinion of Gibson, Dunn & Crutcher LLP regarding the DownREIT II
Shares.
8.3 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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