Welltower accepts tenders for $426.25 million 3.95%, 3.75% notes

By Sarah Lizee

Olympia, Wash., June 30 – Welltower Inc. announced the early results of its cash offer to purchase some of its $600 million 3.95% notes due 2023 (Cusip: 95040QAE4) and $500 million 3.75% notes due 2023 (Cusip: 42217KBA3), according to a news release Tuesday morning.

By the early tender deadline, 5 p.m. ET on June 29, holders had tendered $265,376,000 of the 3.95% notes and $160,872,000 of the 3.75% notes.

Additionally, Welltower announced Tuesday that it has amended the offer by increasing the maximum aggregate principal amount to $426,248,000 from $400 million.

Since the offer was fully subscribed, Welltower will not accept for purchase any more notes.

The company said it will accept for purchase all notes that were tendered by the early tender deadline.

All other terms of the offer are unchanged, the company said.

As previously reported, the offer had an initial maximum tender amount of $300 million, which was later increased.

Pricing for the 3.95% notes will be set using the 0.25% Treasury due June 15, 2023 plus 115 basis points, and pricing for the 3.75% notes will be set using the 0.25% Treasury due June 15, 2023 plus 130 bps.

Tendered notes may be subject to pro rata scaling.

The offer is not conditioned on the tender of any minimum principal amount of notes.

Tender instructions may no longer be withdrawn.

Early settlement is expected to be July 1.

Pricing was set to be determined at 10 a.m. ET on June 30.

The offer will expire at midnight ET on July 15. Final settlement is expected for July 16.

Holders who tendered their notes at or prior to the early tender date will be eligible to receive the total consideration, which will include an early tender premium of $30 per $1,000 of notes.

Holders will also receive accrued interest.

The dealer managers are BofA Securities, Inc. (debt_advisory@bofa.com, 980 387-3907 collect), J.P. Morgan Securities LLC (212 834-2042 collect, 866 834-4666 toll free) and Wells Fargo Securities, LLC (704 410-4759 collect, 866 309-6316 toll-free).

The tender and information agent is D.F. King & Co., Inc. (212 269-5550, 800 252-8173 toll free, welltower@dfking.com).

The Toledo, Ohio-based real estate investment trust invests in senior housing and health care real estate.

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