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Welltower logoWelltower WELL

Welltower entered into an Equity Distribution Agreement on February 15, 2024, under which it may sell common stock with a par value of $1.00 per share, up to $3,500,000,000, from time to time through sales agents.

8-KOther EventsFiled Period of report Summary published (UTC)

Key points

AI summary
  1. Welltower entered into an Equity Distribution Agreement on February 15, 2024, under which it may sell common stock with a par value of $1.00 per share, up to $3,500,000,000, from time to time through sales agents.

  2. The company said it terminated its prior equity distribution agreement on February 15, 2024 in connection with entering into the new Equity Distribution Agreement dated August 1, 2023.

  3. The company said it may enter into separate forward sale agreements with Forward Sellers and expects to receive cash per share equal to the forward sale price upon physical settlement. It said that if it elects cash settlement or net share settlement, it may not receive any proceeds and may be required to pay cash or deliver shares.

  4. The company said the ATM Shares may be sold on the New York Stock Exchange through ordinary brokers' transactions, in block trades, or by other methods permitted by law. The offering is registered on Form S-3 automatic shelf registration statement (File No. 333-264093), and a prospectus supplement was filed on February 15, 2024.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

$3,500,000,000 ATM Share Sales Agreement

Welltower entered into an Equity Distribution Agreement on February 15, 2024, under which it may sell common stock with a par value of $1.00 per share, up to $3,500,000,000, from time to time through sales agents.

Source · Based on the filing body and exhibits

Termination of Prior Equity Distribution Agreement

The company said it terminated its prior equity distribution agreement on February 15, 2024 in connection with entering into the new Equity Distribution Agreement dated August 1, 2023.

Source · Based on the filing body and exhibits

Forward Sale Structure and Settlement Methods

The company said it may enter into separate forward sale agreements with Forward Sellers and expects to receive cash per share equal to the forward sale price upon physical settlement. It said that if it elects cash settlement or net share settlement, it may not receive any proceeds and may be required to pay cash or deliver shares.

Source · Based on the filing body and exhibits

Sales Methods and Form S-3 Registration

The company said the ATM Shares may be sold on the New York Stock Exchange through ordinary brokers' transactions, in block trades, or by other methods permitted by law. The offering is registered on Form S-3 automatic shelf registration statement (File No. 333-264093), and a prospectus supplement was filed on February 15, 2024.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.