TOLEDO,
Ohio, May 11, 2023 /PRNewswire/ -- Welltower®
Inc. (NYSE: WELL) ("Welltower" or the "Company") announced today
that its operating company, Welltower OP LLC ("Welltower OP"), has
closed the previously announced offering (the "Offering") of
$1.035 billion aggregate principal
amount of 2.750% exchangeable senior notes due 2028 in a private
placement to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). The aggregate
principal amount of notes issued reflects the exercise in full of
the initial purchasers' option to purchase additional notes.
The notes are Welltower OP's senior unsecured obligations and
will pay interest semi-annually in arrears on May 15 and November
15 of each year, beginning on November 15, 2023, at a rate of 2.750% per year.
The notes will mature on May 15, 2028 (the "Maturity
Date"), unless earlier exchanged, purchased or redeemed. The
Company has fully and unconditionally guaranteed the notes on a
senior unsecured basis.
Prior to the close of business on the business day immediately
preceding November 15, 2027, the notes are exchangeable at the
option of holders only upon certain circumstances and during
certain periods. On or after November
15, 2027, the notes will be exchangeable at the option of
the holders at any time prior to the close of business on the
second scheduled trading day preceding the Maturity Date.
Welltower OP will settle exchanges of the notes by delivering
cash up to the principal amount of the notes exchanged and, in
respect of the remainder of the exchange value, if any, in excess
thereof, cash or shares of common stock, par value $1.00 per share, of the Company (the "Common
Stock"), or a combination thereof, at the election of Welltower OP.
The exchange rate initially equals 10.4808 shares of Common
Stock per $1,000 principal amount of
notes (equivalent to an exchange price of approximately
$95.41 per share of Common Stock and
an exchange premium of approximately 25% based on the closing price
of $76.33 per share of Common Stock
on May 8, 2023). The exchange
rate is subject to adjustment upon the occurrence of certain
events, but will not be adjusted for any accrued and unpaid
interest.
If a fundamental change (as defined in the indenture that
governs the notes) occurs, subject to certain conditions, holders
of the notes may require Welltower OP to repurchase for cash all or
any portion of their notes at a repurchase price equal to 100% of
the principal amount of the notes to be repurchased, plus accrued
and unpaid interest to, but excluding, the fundamental change
repurchase date (as defined in the indenture that will govern the
notes). In addition, if certain fundamental changes occur,
Welltower OP may be required, in certain circumstances, to increase
the exchange rate for any notes in connection with such fundamental
changes by a specified number of shares of its common stock.
Welltower OP may redeem the notes, at its option, in whole or in
part, on any business day on or after May
20, 2026, if the last reported sale price of the Common
Stock has been at least 130% of the exchange price then in effect
for at least 20 trading days (whether or not consecutive) during
any 30 consecutive trading day period ending on, and including, the
trading day immediately preceding the date on which Welltower OP
provides notice of redemption. The redemption price will be
equal to 100% of the principal amount of the notes to be redeemed,
plus accrued and unpaid interest, if any, to, but excluding, the
redemption date.
Welltower OP intends to use the net proceeds from the Offering
for general corporate purposes, which may include the repayment or
redemption of debt (which may include the 4.500% Notes due
January 15, 2024 and the 3.625% Notes
due March 15, 2024) and investment in
health care, wellness and seniors housing properties. Pending
such use, the net proceeds may be invested in short-term,
investment grade, interest-bearing securities, certificates of
deposit or indirect or guaranteed obligations of the United States.
Neither the notes nor the shares of Common
Stock issuable upon exchange of the notes have been registered
under the Securities Act or any state securities laws, and unless
so registered, may not be offered or sold in the United States absent registration or an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws. Accordingly, the notes have been
offered and sold only to persons reasonably believed to be
qualified institutional buyers (as defined in Rule 144A under the
Securities Act).
This press release does not constitute an offer
to sell or a solicitation of an offer to buy, nor
shall there be any offer or sale of, the notes in any jurisdiction
in which the offer, solicitation or sale of the notes would be
unlawful prior to the registration or qualification thereof
under the securities
laws of any such state or jurisdiction.
Forward-Looking Statement
This press release contains "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995.
When Welltower uses words such as "may," "will," "intend,"
"believe," "expect," "project" or similar expressions that do not
relate solely to historical matters, Welltower is making
forward-looking statements. Forward-looking statements,
including statements related to the Offering, are not guarantees of
future performance and involve risks and uncertainties that may
cause Welltower's actual results to differ materially from
Welltower's expectations discussed in the forward-looking
statements. This may be a result of various factors,
including, but not limited to, those factors discussed in
Welltower's reports filed from time to time with the Securities and
Exchange Commission. Welltower undertakes no obligation to
update or revise publicly any forward-looking statements, whether
because of new information, future events or otherwise, or to
update the reasons why actual results could differ from those
projected in any forward-looking statements.
About Welltower
Welltower® Inc. (NYSE: WELL), an S&P 500 company
headquartered in Toledo, Ohio, is
driving the transformation of health care infrastructure. The
Company invests with leading seniors housing operators, post-acute
providers and health systems to fund the real estate infrastructure
needed to scale innovative care delivery models and improve
people's wellness and overall health care experience.
Welltower, a real estate investment trust ("REIT"), owns
interests in properties concentrated in major, high-growth markets
in the United States, Canada and the United Kingdom, consisting of seniors housing,
post-acute communities and outpatient medical properties.
More information is available at www.welltower.com.
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SOURCE Welltower Inc.