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).
