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TOLEDO, Ohio, June 16, 2020 /PRNewswire/ — Welltower Inc. (NYSE: WELL) (“Welltower” or the “Offeror”), appear today that it has adapted its ahead appear action to acquirement for banknote (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 accretion the best accumulated arch bulk from $300,000,000 to $400,000,000 (as amended, the “Maximum Arch Amount”).  All added agreement of the ahead appear Action abide unchanged.



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Welltower will accord the Notes accustomed for acquirement pursuant to the Action pursuant to the Accepting Antecedence Procedures declared herein and will acquire for acquirement validly tendered Notes in the adjustment set alternating in the table below, alpha at the everyman afterwards bulk aboriginal (the “Acceptance Antecedence Level”).  The Action is fabricated aloft the agreement and accountable to the altitude set alternating in the action to acquirement anachronous June 16, 2020 (the “Offer to Purchase”), including the Costs Condition (as authentic below).  The Action is not conditioned aloft the breakable of any minimum arch bulk of Notes, but the Offeror will alone acquirement up to the Best Arch Amount, accountable to access by the Offeror in its sole discretion.

Title of Security



CUSIP /ISIN Nos



Principal Bulk Outstanding

Acceptance

Priority Level

U.S. Treasury Advertence Security

Bloomberg Advertence 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 Breakable Time……………………………………….

5:00 p.m., New York City time, on June 29, 2020, unless continued by the Offeror in its sole discretion.

Withdrawal Deadline……………………………………

5:00 p.m., New York City time, on June 29, 2020, unless continued by the Offeror in its sole discretion, except as declared in the Action to Acquirement or as appropriate by applicative law.

Pricing Determination Date……………………………

10:00 a.m., New York City time, on June 30, 2020, unless continued by the Offeror in its sole discretion.

Early Accepting Date………………………………….

If elected, a date afterward the Aboriginal Breakable Time and above-mentioned to the Expiration Time. Expected to be the additional Business Day afterward the Aboriginal Breakable Time, but accountable to change.

Early Settlement Date……………………………………

If elected, promptly afterwards the Aboriginal Breakable Time.  Expected to be July 1, 2020, the additional Business Day afterward the Aboriginal Breakable Time, but accountable to change.

Expiration Time…………………………………………..

12:00 midnight, New York City time, at the end of July 14, 2020, unless continued by the Offeror in its sole discretion.

Final Settlement Date……………………………………

Promptly afterwards the Expiration Time.  Expected to be July 16, 2020, the additional Business Day afterward the Expiration Time, but accountable to change.

The Action will expire at 12:00 midnight, New York City time, at the end of July 14, 2020, unless continued (such time and date, as the aforementioned may be extended, the “Expiration Time”) or beforehand concluded by the Offeror.  Holders of any Notes of any alternation who validly breakable and do not validly abjure their Notes at or above-mentioned to 5:00 p.m., New York City time, on June 29, 2020, unless continued (such time and date, as they may be extended, the “Early Breakable Time”), will be acceptable to acquire the Total Consideration (as authentic in the Action to Purchase).  The Total Consideration for anniversary U.S.$1,000 arch bulk of Notes of anniversary alternation validly tendered and accustomed for acquirement will be bent in the address declared in the Action to Purchase, so as to aftereffect in a bulk as of the applicative Settlement Date based on a crop to the Par Call Date (as authentic in the Action to Purchase) or adeptness date (in accordance with bazaar practice) for the Notes of such alternation according to the sum of the anchored advance listed aloft for such alternation additional the crop based on the bid-side bulk of the advertence aegis (the “Reference Treasury”) listed aloft for such series, as quoted on the applicative folio on the Bloomberg Bond Trader FIT1 alternation of pages, or any accustomed citation antecedent called by the banker managers in their sole acumen if such citation address is not accessible or clearly erroneous, at 10:00 a.m., New York City time, on June 30, 2020, unless continued by the Offeror in its sole discretion.  The Total Consideration will additionally accommodate an aboriginal breakable exceptional of $30.00 per U.S.$1,000.00 arch bulk of Notes validly tendered and accustomed for acquirement by the Offeror.  Holders who validly breakable their Notes afterwards the Aboriginal Breakable Time, but on or above-mentioned to the Expiration Time, will be acceptable to acquire the Breakable Consideration (as authentic in the Action to Purchase).  Validly tendered Notes may be aloof in accordance with the agreement of the Offer, at any time above-mentioned to 5:00 p.m., New York City time, on June 29, 2020, unless extended, but not thereafter, except as declared in the Action to Acquirement or as appropriate by applicative law.

In accession to the Total Consideration of any alternation and the Breakable Consideration, as applicable, holders whose Notes are validly tendered and accustomed for acquirement pursuant to the Action will be paid any accrued and contributed absorption on the Notes from, and including, the aftermost absorption acquittal date to, but not including, the Aboriginal Settlement Date and the Final Settlement Date, as applicable.  For the abstention of doubt, accrued and contributed absorption on the Notes will cease to accumulate on the Aboriginal Settlement Date and the Final Settlement Date, as applicable.

If the acquirement of all Notes validly tendered in the Action would account the Offeror to acquirement an accumulated arch bulk of Notes in balance of the Best Arch Amount, accountable to the agreement and altitude of the Offer, it will accord the Notes accustomed in the Action as declared below:

•              If the accumulated arch bulk of all Notes validly tendered and not validly aloof in the Action on or above-mentioned to the Aboriginal Breakable Time exceeds the Best Arch Amount, again the Action will be oversubscribed on the Aboriginal Breakable Time, and (1) the Offeror will not acquire for acquirement any Notes tendered afterwards the Aboriginal Breakable Time, and (2) the Offeror will (assuming achievement or, area applicable, the abandonment of the altitude to the Offer) acquire for acquirement on the Aboriginal Accepting Date (or, if there is no Aboriginal Accepting Date, the Expiration Time) the best accumulated arch bulk of Notes tendered and not aloof on or above-mentioned to the Aboriginal Breakable Time as the Offeror can afterwards beyond the Best Arch Amount, on a pro rata basis, in the adjustment of the accompanying Accepting Antecedence Level.  If the accumulated arch bulk of all validly tendered Notes of a alternation at one Accepting Antecedence Level, back added to the accumulated arch bulk of all Notes accustomed for acquirement at college Accepting Antecedence Levels (indicated by lower afterwards value), does not beat the Best Arch Amount, again we will acquire for acquirement all such tendered Notes of such series.  If accepting of all validly tendered Notes of a alternation at one Accepting Antecedence Level, back added to the accumulated arch bulk of all Notes accustomed for acquirement at a college Accepting Antecedence Level exceeds the Best Arch Amount, again we will acquire for acquirement on a pro rata base such tendered Notes such that we do not beat the Best Arch Amount. 

•              If the Action is not absolutely subscribed as of the Aboriginal Breakable Time, and the accumulated arch bulk of all Notes validly tendered in the Action on or above-mentioned to the Expiration Time exceeds the Best Arch Amount, again the Offeror will acquire for acquirement on a pro rata base (as declared in the branch above) the best accumulated arch bulk of such Notes of such alternation tendered afterwards the Aboriginal Breakable Time and on or above-mentioned to the Expiration Time as the Offeror can afterwards beyond the Best Arch Amount.  Tendered Notes with lower Accepting Antecedence Levels (indicated by college afterwards value) than the Accepting Antecedence Level that after-effects in the acquirement of the Best Arch Bulk will not be accustomed for purchase.

•              If the Action is not absolutely subscribed as of the Aboriginal Breakable Time, Notes tendered on or afore the Aboriginal Breakable Time will be accustomed for acquirement in antecedence to Notes tendered afterwards the Aboriginal Breakable Time, alike if such Notes tendered afterwards the Aboriginal Breakable Time acquire a college Accepting Antecedence Level. 

Notwithstanding any added accouterment of the Offer, the obligation of the Offeror to acquire for purchase, and to pay for, any Notes validly tendered and not validly aloof is added accountable to, and conditioned upon, the acknowledged achievement (in the Offeror’s reasonable opinion) of some anatomy of debt costs appointed to accession acceptable funds to acquirement all Notes validly tendered and not validly withdrawn, accountable to the Best Arch Amount, and accustomed for acquirement by the Offeror and to pay all fees and costs in affiliation with the Action (the “Financing Condition”), unless the Offeror (in its sole discretion) elects to abandon the Costs Condition. The agreement of such debt costs will be bent by bazaar altitude and added factors at the time it occurs. No assurances can be accustomed that the Offeror will in actuality complete such debt financing. Consummation of the Action is especially accidental upon, amid added things, the Offeror accepting costs on agreement satisfactory to the Offeror.

Welltower has retained BofA Securities, Inc., J.P. Morgan Balance LLC and Wells Fargo Securities, LLC to serve as banker managers and D.F. King & Co., Inc. (“D.F. King”) to serve as breakable and advice abettor for the Offer.  The abounding capacity of the Offer, including complete instructions on how to breakable Notes, are included in the Action to Purchase.  Holders of Notes are acerb encouraged to anxiously apprehend the Action to Purchase, including abstracts congenital by advertence therein, because they will accommodate important information.  Requests for the Action to Acquirement and any accompanying supplements may additionally be directed to D.F. King by blast at (212) 269-5550 or (800) 252-8173 (toll free) or email at [email protected]  Questions about the Action may be directed to BofA Balance by blast at [email protected] or (980) 387-3907 (collect), J.P. Morgan Balance LLC by blast at (212) 834-2042 (collect) or (866) 834-4666 (toll free) and Wells Fargo Securities, LLC by blast at (704) 410-4759 (collect) or (866) 309-6316 (toll-free).

This account absolution is for advisory purposes alone and is neither an action to acquirement nor a address of an action to advertise any securities.  The Action is actuality fabricated alone by, and pursuant to the agreement of, the Action to Purchase.  The Action is not actuality fabricated in any administration in which the authoritative or accepting thereof would not be in acquiescence with the securities, dejected sky or added laws of such jurisdiction.  In any administration area the laws crave the Action to be fabricated by a accountant abettor or dealer, the Action will be fabricated by the banker managers on account of the Offeror.  None of the Offeror, the breakable and advice agent, the banker managers or the trustee with account to the Notes, nor any of their affiliates, makes any advocacy as to whether holders should breakable or burden from abandonment all or any allocation of their Notes in acknowledgment to the Offer.  None of the Offeror, the breakable and advice agent, the banker managers or the trustee with account to the Notes, nor any of their affiliates, has accustomed any being to accord any advice or to accomplish any representation in affiliation with the Action added than the advice and representations independent in the Action to Purchase.

Forward-Looking Statements

This columnist absolution may accommodate advanced statements.  Back Welltower uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or agnate expressions that do not chronicle alone to absolute matters, it is authoritative advanced statements.  Advanced statements are not guarantees of approaching achievement and absorb risks and uncertainties that may account Welltower’s absolute after-effects to alter materially from Welltower’s expectations discussed in the advanced statements.  This may be a aftereffect of assorted factors, including, but not bound to, Welltower’s adeptness to complete the Action and those factors discussed in Welltower’s letters filed from time to time with the Balance and Exchange Commission.   Welltower undertakes no obligation to amend or alter about any advanced statements, whether because of new information, approaching contest or otherwise, or to amend the affidavit why absolute after-effects could alter from those projected in any advanced statements.

 

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SOURCE Welltower Inc.

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