UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2023

 

Welltower Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		1-8923		34-1096634
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

4500 Dorr Street, Toledo, Ohio		43615
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (419) 247-2800

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $1.00 par value per share		WELL		New York Stock Exchange
Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC		WELL/28		New York Stock Exchange
Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC		WELL/34		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 8.01

Other Events.

On November 9, 2023, Welltower Inc. (the “Company”) issued 17,500,000 shares of its common stock, par value $1.00 per share (the “Shares”), pursuant to an automatic shelf registration statement of the Company on Form S-3 (File No. 333-264093) filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2022, as amended by post-effective amendment no. 1 filed with the SEC on May 3, 2023. The Shares were sold pursuant to an Underwriting Agreement, dated as of November 6, 2023, among the Company, Welltower OP LLC, and BofA Securities, Inc. and Goldman Sachs & Co. LLC.

The foregoing description of certain terms of the Underwriting Agreement and the transaction contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

1.1		Underwriting Agreement, dated as of November 6, 2023, among Welltower Inc., Welltower OP LLC and BofA Securities, Inc. and Goldman Sachs & Co. LLC, as underwriters.
5		Opinion of Gibson, Dunn & Crutcher LLP.
8		Tax Opinion of Gibson, Dunn & Crutcher LLP.
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5 hereto).
23.2		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 8 hereto).
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

 

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 9, 2023