Welltower Announces Proposed Private Placement of $750 Million of Exchangeable Senior Notes

Rhea-AI Summary

Welltower, trading under the symbol WELL on the NYSE, announced a proposed private placement of $750 million in exchangeable senior notes due 2029. The notes will be offered to qualified institutional buyers under Rule 144A of the Securities Act of 1933. An additional $112.5 million in notes may be offered at the initial purchasers' option. The notes, senior unsecured obligations of Welltower OP , will accrue semi-annual interest and can be exchanged for cash or common stock.

The proceeds will be used for general corporate purposes such as debt repayment and investments in healthcare, wellness, and senior housing properties. These notes will not be registered under the Securities Act and can only be sold to qualified institutional buyers.

Positive

• Proposed private placement of $750 million in exchangeable senior notes.
• Additional $112.5 million notes may be offered, increasing potential proceeds.
• Proceeds to be used for debt repayment and investment in healthcare and senior housing.

Negative

• Notes are not registered under the Securities Act and are to qualified institutional buyers, potentially limiting market liquidity.

News Market Reaction – WELL

-1.93%

1 alert

-1.93% News Effect

On the day this news was published, WELL declined 1.93%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

TOLEDO, Ohio, July 8, 2024 /PRNewswire/ -- Welltower^® Inc. (NYSE: WELL) ("Welltower" or the "Company") announced today that its operating company, Welltower OP LLC ("Welltower OP"), launched an offering (the "Offering"), subject to market conditions and other factors, of $750 million aggregate principal amount of 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 intends to grant the initial purchasers of the notes an option to purchase up to an additional $112.5 million aggregate principal amount of notes.

The notes will be Welltower OP's senior unsecured obligations and will accrue interest payable semi-annually in arrears. The notes will be exchangeable into 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 interest rate, exchange rate and other terms of the notes will be determined at the time of pricing of the Offering. The Company will fully and unconditionally guarantee the notes on a senior unsecured basis.

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 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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/welltower-announces-proposed-private-placement-of-750-million-of-exchangeable-senior-notes-302190723.html

SOURCE Welltower Inc.

FAQ

What is the amount Welltower plans to raise through the private placement?

Welltower plans to raise $750 million through the private placement of exchangeable senior notes.

What will the proceeds from the private placement be used for?

The proceeds will be used for general corporate purposes including debt repayment and investment in healthcare, wellness, and senior housing properties.

Are the notes being offered by Welltower registered under the Securities Act?

No, the notes are not registered under the Securities Act and are being offered only to qualified institutional buyers.

When are the exchangeable senior notes due?

The exchangeable senior notes are due in 2029.

Are there additional notes that may be offered beyond the initial $750 million?

Yes, Welltower may offer an additional $112.5 million in notes at the initial purchasers' option.