TOLEDO,
Ohio, July 9, 2024 /PRNewswire/
-- Welltower® Inc. (NYSE: WELL) ("Welltower" or the "Company")
announced today that on July 8, 2024
its operating company, Welltower OP LLC ("Welltower OP"), priced
and upsized the previously announced offering (the "Offering")
of $900 million 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"). Welltower OP
also granted the initial purchasers of the notes an option to
purchase up to an additional $135
million aggregate principal amount of notes. The
Offering is expected to close on July 11,
2024, subject to customary closing conditions.
The notes will be Welltower OP's senior unsecured obligations
and will accrue interest payable 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 will fully and
unconditionally guarantee the notes on a senior unsecured
basis.
Prior to the close of business on the business day immediately
preceding January 15, 2029, the notes
will be 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 scheduled trading day immediately
preceding the Maturity Date. Welltower OP will settle
exchanges of 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 will initially
equal 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 will be 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 will
govern the convertible notes), 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 convertible notes). In addition, if certain fundamental
changes occur, Welltower OP may be required, in certain
circumstances, to increase the exchange rate for any notes
converted 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 estimates that the net proceeds from the offering
will be approximately $882.3 million
(or approximately $1,015.0 million if
the initial purchasers exercise their option to purchase additional
notes in full), after deducting the initial purchasers' discount
and estimated offering expenses payable by the Company and
Welltower OP. 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
("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.