Welltower Inc. Files 8-K: Agreements, Financials, and Personnel Changes

TL;DR

WELL filed an 8-K: new deals, financial updates, and exec changes. Check it out.

AI Summary

On July 29, 2024, Welltower Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, reported on its results of operations and financial condition, and announced changes in its board and officer appointments, including compensatory arrangements. The filing also included financial statements and exhibits.

Why It Matters

This filing provides investors with crucial updates on Welltower's financial performance, significant agreements, and leadership changes, impacting their assessment of the company's stability and future prospects.

Risk Assessment

Risk Level: medium — The filing covers material definitive agreements and financial results, which can introduce volatility and require careful investor analysis.

Key Players & Entities

• Welltower Inc. (company) — Registrant
• July 29, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $1.00 — ange on which registered Common stock, $1.00 par value per share WELL New York Stock
• $5,000,000,000 — Amended Credit Agreement consists of a $5,000,000,000 unsecured revolving credit facility (th
• $3,000,000,000 — e "Revolving Facility"), comprised of a $3,000,000,000 tranche (the "Revolving A Tranche") and
• $2,000,000,000 — anche (the "Revolving A Tranche") and a $2,000,000,000 tranche (the "Revolving B Tranche"), a
• $500,000,000 — 00 unsecured revolving credit facility, $500,000,000 unsecured term loan facility and CAD 25
• $1,250,000,000 — e credit facilities up to an additional $1,250,000,000 for the Revolving Facility and the USD
• $100,000,000 — reement includes sublimits of (a) up to $100,000,000 for letters of credit, (b) up to 50% of
• $1,000,000,000 — in negotiated rate loans, and (c) up to $1,000,000,000 for borrowings (including letters of cr

Filing Documents

• well-20240729.htm (8-K) — 49KB
• exhibit1012q24.htm (EX-10.1) — 1559KB
• a2q24earningsrelease991.htm (EX-99.1) — 427KB
• a2q24supplement992.htm (EX-99.2) — 1594KB
• exhibit9932q24.htm (EX-99.3) — 8KB
• chart-43414ea18c21422ab4aa.jpg (GRAPHIC) — 72KB
• welltoweraddressa29a.gif (GRAPHIC) — 31KB
• welltowerlogo_rgbxnotm002.jpg (GRAPHIC) — 66KB
• welltowersupplemental_2024a.jpg (GRAPHIC) — 1415KB
• 0000766704-24-000030.txt ( ) — 6353KB
• well-20240729.xsd (EX-101.SCH) — 3KB
• well-20240729_def.xml (EX-101.DEF) — 16KB
• well-20240729_lab.xml (EX-101.LAB) — 28KB
• well-20240729_pre.xml (EX-101.PRE) — 16KB
• well-20240729_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 24, 2024, Welltower Inc. (the "Company") entered into Amendment No. 4 to Credit Agreement (the "Amended Credit Agreement" which Amended Credit Agreement amends the Company's existing Credit Agreement dated as of June 4, 2021 as amended, restated, amended and restated, supplemented or otherwise modified from time to time) with a consortium of 29 banks; KeyBank National Association, as administrative agent and L/C issuer; BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities LLC, as joint book runners; BofA Securities, as book runner; BofA Securities, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities LLC, as U.S. joint lead arrangers; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Securities LLC as co-syndication agents; Bank of America, N.A., as syndication agent; MUFG Bank, Ltd., Barclays Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., PNC Bank, National Association and Royal Bank of Canada, as co-documentation agents; BNP Paribas, Citizens Bank, N.A., Fifth Third Bank, National Association, The Huntington National Bank, Regions Bank, The Bank of Nova Scotia, The Toronto-Dominion Bank, New York Branch, TD Bank, NA, Truist Bank, The Bank of New York Mellon, Banco Bilbao Vizcaya Argentaria, S.A., New York Branch and Bank of Montreal, as co-senior managing agents, Capital One, National Association, as managing agent and Credit Agricole Corporate and Investment Bank, as sustainability structuring agent. The Amended Credit Agreement consists of a $5,000,000,000 unsecured revolving credit facility (the "Revolving Facility"), comprised of a $3,000,000,000 tranche (the "Revolving A Tranche") and a

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On July 29, 2024 , Welltower Inc. issued a press release that announced operating results for its second quarter ended June 30, 2024. The press release refers to a supplemental information package that is available on the Company's website (www.welltower.com), free of charge. Copies of the press release and supplemental information package have been furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report, and are incorporated herein by reference. The information included in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 29, 2024 , the Board of Directors (the "Board") of Welltower Inc. elected Andrew Gundlach to the Board to fill the vacancy created by the departure of Philip Hawkins, as disclosed on March 25, 2024. Mr. Gundlach will stand for election at the Company's 2025 Annual Meeting of Shareholders. The Board determined that Mr. Gundlach qualifies as an "independent director" under the rules of The New York Stock Exchange. The Board has not yet appointed Mr. Gundlach to any Board committees. Mr. Gundlach will be compensated for his service as a director on the same basis as other non-employee directors of the Company. Compensation for the Company's non-employee directors is described in the Company's Proxy Statement for its 2024 Annual Meeting of Shareholders as filed with the Securities and Exchange Commission on April 12, 2024. In connection with his appointment, the Company entered into

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 29, 2024 , the Company issued a press release announcing the appointment of Mr. Gundlach to the Board of Directors. A copy of the press release is furnished herewith as Exhibit 99.3 and incorporated in this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.3 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 10.1 Amendment No. 4 to Credit Agreement, dated as of July 24, 2024, by and among the Company; the lenders therein; KeyBank National Association, as administrative agent and L/C issuer; BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities LLC, as joint book runners; BofA Securities, as book runner; BofA Securities, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Securities LLC, as U.S. joint lead arrangers; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Securities LLC as co-syndication agents; Bank of America, N.A. , as syndication agent; MUFG Bank, Ltd., Barclays Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., PNC Bank, National Association and Royal Bank of Canada, as co-documentation agents; BNP Paribas, Citizens Bank, N.A., Fifth Third Bank, National Association, The Huntington National Bank, Regions Bank, The Bank of Nova Scotia, The Toronto-Dominion Bank, New York Branch, TD Bank, NA, Truist Bank, The Bank of New York Mellon, Banco Bilbao Vizcaya Argentaria, S.A., New York Branch and Bank of Montreal, as co-senior managing agents, Capital One, National Association, as managing agent and Credit Agricole Corporate and Investment Bank, as sustainability structuring agent. 99.1 Press release of Welltower Inc. dated July 29, 2024, announcing earnings for the quarter ended June 30, 2024. 99.2 Welltower Inc. Supplemental Information Package for the quarter ended June 30, 2024. 99.3 Press release of Welltower Inc. dated July 29, 2024, announcing the election of Andrew Gundlach to the Board of Directors. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline X

View Full Filing

View this 8-K filing on SEC EDGAR