TOLEDO,
Ohio, July 8, 2024 /PRNewswire/ --
Welltower® Inc. (NYSE: WELL) ("Welltower" or the
"Company") announced today that its operating company, Welltower OP
LLC ("Welltower OP"), launched an offering (the "Offering"),
subject to market conditions and other factors, of $750 million aggregate principal amount of
exchangeable senior notes due 2029 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"). Welltower OP also intends to grant the
initial purchasers of the notes an option to purchase up to an
additional $112.5 million aggregate
principal amount of notes.
![Welltower Logo Welltower Logo](https://mma.prnewswire.com/media/469939/Welltower_Logo_Pantone_NoTM.jpg)
The notes will be Welltower OP's senior unsecured
obligations and will accrue interest payable semi-annually in
arrears. The notes will be exchangeable into 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 interest rate, exchange rate and other
terms of the notes will be determined at the time of pricing of the
Offering. The Company will fully and unconditionally guarantee the
notes on a senior unsecured basis.
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 4.000% Notes due
June 1, 2025) 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 are being
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," "estimate" 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, Welltower's ability to complete the Offering
and 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), a real estate investment trust and
S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of
health care infrastructure. Welltower 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 owns interests in properties
concentrated in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing
and post-acute communities and outpatient medical properties.
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SOURCE Welltower Inc.