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Welltower Announces Pricing of Tender Offer for Outstanding Notes

Welltower Announces Pricing of Tender Offer for Outstanding Notes

PR Newswire

TOLEDO, Ohio, June 30, 2020 /PRNewswire/ — Welltower Inc. (NYSE:WELL) (“Welltower” or the “Offeror”), announced today the consideration payable in connection with its previously announced offer to purchase for cash (the “Offer”) up to $426,248,000 aggregate principal amount (the “Maximum Principal Amount”) of its 3.950% Notes due 2023 (CUSIP: 95040Q AE4/ ISIN: US95040Q AE44) and 3.750% Notes due 2023 (CUSIP: 42217K BA3/ ISIN: US42217K BA34) (collectively, the “Notes”) as described in the table below.

Welltower Logo


Title of Security


CUSIP /
ISIN Nos


Principal Amount Outstanding


Acceptance Priority Level


U.S. Treasury Reference Security


Bloomberg Reference Page


Fixed Spread


Early Tender Premium(1)(2)


Total Consideration
(1)(2)

3.950% Notes due 2023


CUSIP: 95040Q AE4

ISIN: US95040Q AE44


$600,000,000


1


0.250% U.S.
Treasury Notes
due June 15, 2023


FIT1


+115 bps


$30


$1,079.42

3.750% Notes due 2023


CUSIP: 42217K BA3

ISIN: US42217K BA34


$500,000,000


2


0.250% U.S.
Treasury Notes
due June 15, 2023


FIT1


+130 bps


$30


$1,054.96


(1) Per $1,000 principal amount.

(2) The Total Consideration for Notes validly tendered prior to or at the Early Tender Time (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread (as set forth in the table above) and is inclusive of the Early Tender Premium (as set forth in the table above).

The Offer was made on the terms and conditions set forth in the offer to purchase, dated June 16, 2020, as amended by the press releases dated June 16, 2020 and June 30, 2020, (as the same may be further amended or supplemented, the “Offer to Purchase”). The Offer will expire at 12:00 midnight, New York City time, at the end of July 14, 2020, unless extended or earlier terminated by the Offeror.

The Total Consideration for each U.S.$1,000 principal amount of Notes of each series validly tendered and accepted for purchase was determined in the manner described in the Offer to Purchase, so as to result in a price as of the Settlement Date based on a yield to the Par Call Date (as defined in the Offer to Purchase) or maturity date (in accordance with market practice) for the Notes of such series equal to the sum of the fixed spread listed above for such series plus the yield based on the bid-side price of the reference security (the “Reference Treasury”) listed above for such series, as quoted on the applicable page on the Bloomberg Bond Trader FIT1 series of pages, or any recognized quotation source selected by the dealer managers in their sole discretion if such quotation report is not available or manifestly erroneous, at 10:00 a.m., New York City time, today.

Only holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on June 29, 2020 (such time and date, as they may be extended, the “Early Tender Time”), are eligible to receive the Total Consideration for such Notes accepted for purchase. Holders of Notes will also receive accrued and unpaid interest on their Notes validly tendered and accepted for purchase from, and including, the last interest payment date to, but not including, the settlement date. Withdrawal rights for the Notes expired at 5:00 p.m., New York City Time, on June 29, 2020. On July 1, 2020, Welltower expects to pay for the Notes that were validly tendered prior to or at the Early Tender Time and that are accepted for purchase.

Since the Offer for the Notes was fully subscribed as of the Early Tender Time, Welltower will not accept for purchase any Notes validly tendered after the Early Tender Time. Because the aggregate principal amount of all Notes validly tendered and not validly withdrawn prior to the Early Tender Time does not exceed the Maximum Principal Amount, we will accept for purchase all such tendered Notes.

Welltower has retained BofA Securities, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC to serve as dealer managers and D.F. King & Co., Inc. to serve as tender and information agent for the Offer. The full details of the Offer, including complete instructions on how to tender Notes, are included in the Offer to Purchase. Holders of Notes are strongly encouraged to carefully read the Offer to Purchase, including materials incorporated by reference therein, because they will contain important information. Requests for the Offer to Purchase and any related supplements may also be directed to D.F. King by telephone at (212) 269-5550 or (800) 252-8173 (toll free) or email at