Welltower Prices Common Stock Offering, Guarantees Notes

TL;DR

**Welltower just priced a stock offering and guaranteed new notes, signaling capital raise.**

AI Summary

Welltower Inc. filed an 8-K on January 22, 2024, to report the pricing of a public offering of common stock and the issuance of guarantees for 4.800% Notes due 2028 and 4.500% Notes due 2034 by its operating partnership, Welltower OP LLC. This matters to investors because it indicates Welltower is raising capital, which could be used for growth initiatives or debt repayment, potentially impacting future earnings and share value.

Why It Matters

This filing signals Welltower's capital-raising activities, which could dilute existing shareholders but also fund strategic investments or reduce higher-cost debt, influencing the company's financial health and growth prospects.

Risk Assessment

Risk Level: medium — The issuance of new common stock can dilute existing shareholders, while new debt, even guaranteed, adds to the company's overall leverage.

Analyst Insight

An investor should monitor Welltower's upcoming financial reports to understand how the capital raised from the common stock offering and guaranteed notes will be deployed and its impact on the company's balance sheet and future profitability.

Key Numbers

• 4.800% — Interest Rate (Rate for notes due 2028)
• 2028 — Maturity Year (Maturity for 4.800% notes)
• 4.500% — Interest Rate (Rate for notes due 2034)
• 2034 — Maturity Year (Maturity for 4.500% notes)

Key Players & Entities

• Welltower Inc. (company) — registrant filing the 8-K
• Welltower OP LLC (company) — operating partnership issuing guaranteed notes
• 4.800% (dollar_amount) — interest rate on notes due 2028
• 2028 (date) — maturity year for one set of notes
• 4.500% (dollar_amount) — interest rate on notes due 2034
• 2034 (date) — maturity year for another set of notes
• January 22, 2024 (date) — date of earliest event reported

FAQ

From the Filing

0001193125-24-011737.txt : 20240122 0001193125-24-011737.hdr.sgml : 20240122 20240122084137 ACCESSION NUMBER: 0001193125-24-011737 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 39 CONFORMED PERIOD OF REPORT: 20240122 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240122 DATE AS OF CHANGE: 20240122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLTOWER INC. CENTRAL INDEX KEY: 0000766704 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 341096634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08923 FILM NUMBER: 24547175 BUSINESS ADDRESS: STREET 1: 4500 DORR STREET CITY: TOLEDO STATE: OH ZIP: 43615 BUSINESS PHONE: 419-247-2800 MAIL ADDRESS: STREET 1: 4500 DORR STREET CITY: TOLEDO STATE: OH ZIP: 43615 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH CARE REIT INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 d296359d8k.htm 8-K 8-K false 0000766704 0000766704 2024-01-22 2024-01-22 0000766704 us-gaap:CommonStockMember 2024-01-22 2024-01-22 0000766704 well:GuaranteeOf4.800NotesDue2028IssuedByWelltowerOpLlc2Member 2024-01-22 2024-01-22 0000766704 well:GuaranteeOf4.500NotesDue2034IssuedByWelltowerOpLlc1Member 2024-01-22 2024-01-22     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): January 22, 2024     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) Registrants’ 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 2.02 Results of Operations and Financial Condition. On Janua