Welltower Announces a Cash Tender Offer for up to $300,000,000 aggregate principal amount of its 3.950% Notes due 2023 and 3.750% Notes due 2023

Rhea-AI Summary

Welltower announced a cash tender offer to purchase up to $300,000,000 of its 3.950% and 3.750% Notes due 2023. The offer is not conditioned on a minimum principal amount but is subject to a maximum aggregate principal amount of $300,000,000. The acceptance will prioritize the lowest numerical value notes first. Key dates include the early tender deadline on June 29, 2020 and the offer expiration on July 14, 2020. Financing conditions are applicable, and the offer is made in compliance with applicable laws.

Positive

• Welltower is offering to purchase up to $300,000,000 of its 3.950% and 3.750% Notes, indicating liquidity management.
• The offer allows bondholders to accept early tender for potentially better pricing.

Negative

• The offer is contingent on successful debt financing, adding uncertainty to its execution.

TOLEDO, Ohio, June 16, 2020 /PRNewswire/ -- Welltower Inc. (NYSE:WELL) ("Welltower" or the "Offeror"), announced today the commencement of its offer to purchase for cash (the "Offer") up to $300,000,000 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").

Welltower will prorate the Notes accepted for purchase pursuant to the Offer pursuant to the Acceptance Priority Procedures described herein and will accept for purchase validly tendered Notes in the order set forth in the table below, beginning at the lowest numerical value first (the "Acceptance Priority Level").  The Offer is made upon the terms and subject to the conditions set forth in the offer to purchase dated June 16, 2020 (the "Offer to Purchase"), including the Financing Condition (as defined below).  The Offer is not conditioned upon the tender of any minimum principal amount of Notes, but the Offeror will only purchase up to a maximum aggregate principal amount of $300,000,000 of the Notes (the "Maximum Principal Amount"), subject to increase by the Offeror in its sole discretion.

Title of Security

CUSIP / ISIN Nos

Principal Amount Outstanding

Acceptance Priority Level

U.S. Treasury Reference Security

Bloomberg Reference Page

Fixed Spread

3.950% Notes due 2023

CUSIP: 95040Q AE4 ISIN: US95040Q AE44

$600,000,000

1

0.250% U.S. Treasury Notes due June 15, 2023

FIT1

+115 bps

3.750% Notes  due 2023

CUSIP: 42217K BA3 ISIN: US42217K BA34

$500,000,000

2

0.250% U.S. Treasury Notes due June 15, 2023

FIT1

+130 bps

 

Indicative Timetable for the Offer:
Commencement of the Offer	June 16, 2020
Early Tender Time	5:00 p.m., New York City time, on June 29, 2020, unless extended by the Offeror in its sole discretion
Withdrawal Deadline	5:00 p.m., New York City time, on June 29, 2020, unless extended by the Offeror in its sole discretion, except as described in the Offer to Purchase or as required by applicable law
Pricing Determination Date	10:00 a.m., New York City time, on June 30, 2020, unless extended by the Offeror in its sole discretion
Early Acceptance Date	If elected, a date following the Early Tender Time and prior to the Expiration Time. Expected to be the second Business Day following the Early Tender Time, but subject to change
Early Settlement Date	If elected, promptly after the Early Tender Time.  Expected to be July 1, 2020, the second Business Day following the Early Tender Time, but subject to change
Expiration Time	12:00 midnight, New York City time, at the end of July 14, 2020, unless extended by the Offeror in its sole discretion
Final Settlement Date	Promptly after the Expiration Time.  Expected to be July 16, 2020, the second Business Day following the Expiration Time, but subject to change

The Offer will expire at 12:00 midnight, New York City time, at the end of July 14, 2020, unless extended (such time and date, as the same may be extended, the "Expiration Time") or earlier terminated by the Offeror.  Holders of any Notes of any series who validly tender and do not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on June 29, 2020, unless extended (such time and date, as they may be extended, the "Early Tender Time"), will be eligible to receive the Total Consideration (as defined in the Offer to Purchase).  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 applicable 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, on June 30, 2020, unless extended by the Offeror in its sole discretion.  The Total Consideration will also include an early tender premium of $30.00 per U.S.$1,000.00 principal amount of Notes validly tendered and accepted for purchase by the Offeror.  Holders who validly tender their Notes after the Early Tender Time, but on or prior to the Expiration Time, will be eligible to receive the Tender Consideration (as defined in the Offer to Purchase).  Validly tendered Notes may be withdrawn in accordance with the terms of the Offer, at any time prior to 5:00 p.m., New York City time, on June 29, 2020, unless extended, but not thereafter, except as described in the Offer to Purchase or as required by applicable law.

In addition to the Total Consideration of any series and the Tender Consideration, as applicable, holders whose Notes are validly tendered and accepted for purchase pursuant to the Offer will be paid any accrued and unpaid interest on the Notes from, and including, the last interest payment date to, but not including, the Early Settlement Date and the Final Settlement Date, as applicable.  For the avoidance of doubt, accrued and unpaid interest on the Notes will cease to accrue on the Early Settlement Date and the Final Settlement Date, as applicable.

If the purchase of all Notes validly tendered in the Offer would cause the Offeror to purchase an aggregate principal amount of Notes in excess of the Maximum Principal Amount, subject to the terms and conditions of the Offer, it will prorate the Notes accepted in the Offer as described below:

• If the aggregate principal amount of all Notes validly tendered and not validly withdrawn in the Offer on or prior to the Early Tender Time exceeds the Maximum Principal Amount, then the Offer will be oversubscribed on the Early Tender Time, and (1) the Offeror will not accept for purchase any Notes tendered after the Early Tender Time, and (2) the Offeror will (assuming satisfaction or, where applicable, the waiver of the conditions to the Offer) accept for purchase on the Early Acceptance Date (or, if there is no Early Acceptance Date, the Expiration Time) the maximum aggregate principal amount of Notes tendered and not withdrawn on or prior to the Early Tender Time as the Offeror can without exceeding the Maximum Principal Amount, on a pro rata basis, in the order of the related Acceptance Priority Level. If the aggregate principal amount of all validly tendered Notes of a series at one Acceptance Priority Level, when added to the aggregate principal amount of all Notes accepted for purchase at higher Acceptance Priority Levels (indicated by lower numerical value), does not exceed the Maximum Principal Amount, then we will accept for purchase all such tendered Notes of such series. If acceptance of all validly tendered Notes of a series at one Acceptance Priority Level, when added to the aggregate principal amount of all Notes accepted for purchase at a higher Acceptance Priority Level exceeds the Maximum Principal Amount, then we will accept for purchase on a pro rata basis such tendered Notes such that we do not exceed the Maximum Principal Amount.
• If the Offer is not fully subscribed as of the Early Tender Time, and the aggregate principal amount of all Notes validly tendered in the Offer on or prior to the Expiration Time exceeds the Maximum Principal Amount, then the Offeror will accept for purchase on a pro rata basis (as described in the paragraph above) the maximum aggregate principal amount of such Notes of such series tendered after the Early Tender Time and on or prior to the Expiration Time as the Offeror can without exceeding the Maximum Principal Amount. Tendered Notes with lower Acceptance Priority Levels (indicated by higher numerical value) than the Acceptance Priority Level that results in the purchase of the Maximum Principal Amount will not be accepted for purchase.
• If the Offer is not fully subscribed as of the Early Tender Time, Notes tendered on or before the Early Tender Time will be accepted for purchase in priority to Notes tendered after the Early Tender Time, even if such Notes tendered after the Early Tender Time have a higher Acceptance Priority Level.

Notwithstanding any other provision of the Offer, the obligation of the Offeror to accept for purchase, and to pay for, any Notes validly tendered and not validly withdrawn is further subject to, and conditioned upon, the successful completion (in the Offeror's reasonable opinion) of some form of debt financing designated to raise sufficient funds to purchase all Notes validly tendered and not validly withdrawn, subject to the Maximum Principal Amount, and accepted for purchase by the Offeror and to pay all fees and expenses in connection with the Offer (the "Financing Condition"), unless the Offeror (in its sole discretion) elects to waive the Financing Condition. The terms of such debt financing will be determined by market conditions and other factors at the time it occurs. No assurances can be given that the Offeror will in fact complete such debt financing. Consummation of the Offer is expressly contingent upon, among other things, the Offeror obtaining financing on terms satisfactory to the Offeror.

Welltower has retained BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC to serve as dealer managers and D.F. King & Co., Inc. ("D.F. King") 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 welltower@dfking.com.  Questions about the Offer may be directed to BofA Securities by telephone at debt_advisory@bofa.com 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.

 

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SOURCE Welltower Inc.

FAQ

What is Welltower's cash tender offer amount?

Welltower's cash tender offer is for up to $300,000,000.

When is the early tender deadline for Welltower's notes?

The early tender deadline is June 29, 2020.

What types of notes is Welltower offering to buy back?

Welltower is offering to buy back its 3.950% and 3.750% Notes due 2023.

What is the expiration date for Welltower's tender offer?

The expiration date for the tender offer is July 14, 2020.

What are the conditions for Welltower's tender offer?

The offer is subject to a financing condition and maximum principal amount.