Welltower Announces Early Tender Results and Increase in Maximum Principal Amount of Tender Offer for Outstanding Notes

TOLEDO, Ohio, June 30, 2020 /PRNewswire/ -- Welltower Inc. (NYSE:WELL) ("Welltower" or the "Offeror"), announced today the early tender results for its previously announced offer to purchase for cash (the "Offer") up to $400,000,000 aggregate 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").  Additionally, Welltower announced today that it has amended the Offer by increasing the maximum aggregate principal amount from $400,000,000 to $426,248,000 (as amended, the "Maximum Principal Amount").  All other terms of the previously announced Offer remain unchanged.

(1) Per $1,000 principal amount.

The terms and conditions of the Offer are set forth in the offer to purchase, dated June 16, 2020, as amended by the press release dated June 16, 2020, and as further amended by this press release (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. 

As of 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"), according to information provided by D.F. King & Co., Inc., the tender and information agent for the Offer, the aggregate principal amount of the Notes set forth in the table above under "Principal Amount Tendered at Early Tender Time" had been validly tendered and not validly withdrawn in the Offer.  Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on June 29, 2020.

The Total Consideration for each U.S.$1,000 principal amount of Notes of each series validly tendered and accepted for purchase will be 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, and is inclusive of the Early Tender Premium (as set forth in the table above).

Welltower expects to announce the pricing of the Offer later today.

Only holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Time are eligible to receive the Total Consideration for the 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 Early Settlement Date.

Welltower has satisfied the financing condition to the Offer and, on July 1, 2020, 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 Tern 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 [email protected].  Questions about the Offer may be directed to BofA Securities by telephone at [email protected] or (980) 387-3907 (collect), J.P. Morgan Securities LLC by telephone at (212) 834-2042 (collect) or (866) 834-4666 (toll free) and Wells Fargo Securities, LLC by telephone at (704) 410-4759 (collect) or (866) 309-6316 (toll-free).

This news release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities.  The Offer is being made only by, and pursuant to the terms of, the Offer to Purchase.  The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  In any jurisdiction where the laws require the Offer to be made by a licensed broker or dealer, the Offer will be made by the dealer managers on behalf of the Offeror.  None of the Offeror, the tender and information agent, the dealer managers or the trustee with respect to the Notes, nor any of their affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Offer.  None of the Offeror, the tender and information agent, the dealer managers or the trustee with respect to the Notes, nor any of their affiliates, has authorized any person to give any information or to make any representation in connection with the Offer other than the information and representations contained in the Offer to Purchase.

Forward-Looking Statements

This press release may contain forward-looking statements.  When Welltower uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements.  Forward-looking statements 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 Offer 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.

SOURCE Welltower Inc.