New Issue: Welltower details $1.3 billion three-tranche offering of senior notes

By Devika Patel

Knoxville, Tenn., Aug. 10 – Welltower Inc. offered further details of its $1.3 billion issue of senior notes (Baa1/BBB+/BBB+) that priced in three tranches on Thursday, according to an FWP filed with the Securities and Exchange Commission.

The company priced $600 million of 3.95% five-year notes on top of guidance at a spread of Treasuries plus 115 basis points. These notes priced at 99.967 to yield 3.957%.

It also sold a $200 million add-on to its 4.25% notes due April 15, 2028 on the tight side of guidance at a spread of 145 bps over Treasuries. These notes priced at 98.948 to yield 4.384%.

The company originally sold $550 million of the 4.25% notes on April 3 at 99.959 to yield 4.255%, and a spread of 148 bps over Treasuries. The total outstanding is now $750 million.

In addition, Welltower priced $500 million of 4.95% 30-year notes on the tight side of guidance with a spread of 190 bps over Treasuries. These notes priced at 99.579 to yield 4.977%.

Barclays, Citigroup Global Markets Inc., MUFG, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., BofA Merrill Lynch, Morgan Stanley & Co. LLC, RBC Capital Markets Corp. and Wells Fargo Securities LLC were the bookrunners.

Proceeds will be used to repay advances under the company’s term loan and under its primary unsecured credit facility and for general corporate purposes.

Welltower is a senior housing and health care real estate investment trust based in Toledo, Ohio.

Issuer:	Welltower Inc.
Amount:	$1.3 billion
Description:	Senior notes
Bookrunners:	Barclays, Citigroup Global Markets Inc., MUFG, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., BofA Merrill Lynch, Morgan Stanley & Co. LLC, RBC Capital Markets Corp. and Wells Fargo Securities LLC
Senior co-managers:	BBVA Securities Inc., Fifth Third Securities Inc., Mizuho Securities USA Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Co. Inc. and TD Securities (USA) LLC
Co-managers:	BB&T Capital Markets, BMO Capital Markets Corp., BNY Mellon Capital Markets LLC, Comerica Securities, Inc., Loop Capital Markets LLC, Raymond James & Associates, SMBC Nikko Securities America, Inc. and Huntington Investment Co.
Trade date:	Aug. 9
Settlement date:	Aug. 16
Ratings:	Moody’s: Baa1
	S&P: BBB+
	Fitch: BBB+
Distribution:	SEC registered
Five-year notes
Amount:	$600 million
Maturity:	Sept. 1, 2023
Coupon:	3.95%
Price:	99.967
Yield:	3.957%
Spread:	Treasuries plus 115 bps
Call:	Make-whole call at Treasuries plus 20 bps until Aug. 1, 2023, then a par call
Price guidance:	Treasuries plus 115 bps; initial price talk at Treasuries plus 135 bps area
Ten-year notes
Amount:	$200 million
Maturity:	April 15, 2028
Coupon:	4.25%
Price:	98.948
Yield:	4.384%
Spread:	Treasuries plus 145 bps
Call features:	Make-whole call at Treasuries plus 25 bps before Jan. 15, 2028; thereafter at par
Total outstanding:	$750 million, including $550 million of notes priced April 3 at 99.959 to yield 4.255% and a spread of 148 bps over Treasuries
Price guidance:	Treasuries plus 150 bps, plus or minus 5 bps; initial price talk at Treasuries plus 155 bps area
Thirty-year notes
Amount:	$500 million
Maturity:	Sept. 1, 2048
Coupon:	4.95%
Price:	99.579
Yield:	4.977%
Spread:	Treasuries plus 190 bps
Call:	Make-whole call at Treasuries plus 30 bps until March 1, 2048, then a par call
Price guidance:	Treasuries plus 195 bps, plus or minus 5 bps; initial price talk at Treasuries plus 205 bps area

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