Welltower Announces Increase in Maximum Principal Amount of Tender Offer for its 3.950% Notes due 2023 and 3.750% Notes due 2023

TOLEDO, Ohio, June 16, 2020 /PRNewswire/ -- Welltower Inc. (NYSE: WELL) ("Welltower" or the "Offeror"), announced today that it has amended its previously announced offer to purchase for cash (the "Offer") 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") by increasing the maximum aggregate principal amount from $300,000,000 to $400,000,000 (as amended, the "Maximum Principal Amount").  All other terms of the previously announced Offer remain unchanged.

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 the Maximum Principal Amount, subject to increase by the Offeror in its sole discretion.

Indicative Timetable for the Offer:

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.