TOLEDO,
Ohio, July 11, 2024 /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 3.125% 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"). 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 January 15 and July
15 of each year, beginning on January
15, 2025, at a rate of 3.125% per year. The notes will
mature on July 15, 2029 (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 January 15, 2029, the notes
are exchangeable at the option of holders only upon certain
circumstances and during certain periods. On or after
January 15, 2029, 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 7.8177
shares of Common Stock per $1,000
principal amount of notes (equivalent to an exchange price of
approximately $127.91 per share of
Common Stock and an exchange premium of approximately 22.5% based
on the closing price of $104.42 per
share of Common Stock on July 8,
2024). 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 July
20, 2027, 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 4.000% 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 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," "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 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
("REIT") 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.