Welltower Closes $1.035B Senior Notes Offering

By Tamara Parker • Friday, July 12 07:57 • Permanent Link

Welltower Inc. has successfully closed the offering of $1.035 billion aggregate principal amount of 3.125% exchangeable senior notes due 2029. The notes, issued by Welltower Op LLC, are the company's senior unsecured obligations and will pay interest semi-annually at a rate of 3.125% per year. The notes will mature on July 15, 2029, unless earlier exchanged, purchased, or redeemed.

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.

The initial exchange rate for the notes equals 7.8177 shares of common stock per $1,000 principal amount of notes, subject to adjustment upon the occurrence of certain events. If a fundamental change occurs, holders of the notes may require Welltower Op to repurchase 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.

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.

The net proceeds from the offering will be used for general corporate purposes, which may include the repayment or redemption of debt and investment in health care, wellness, and seniors housing properties.

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 may not be offered or sold in the United States absent registration or an applicable exemption.

This press release does not constitute an offer to sell or a solicitation of an offer to buy. Today the company's shares have moved 0.1% to a price of $104.65. For the full picture, make sure to review Welltower's 8-K report.

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