8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (Mar 14, 2011)

Filed March 14, 2011For Securities:WELL

Summary

WELLTOWER INC. (formerly Health Care REIT, Inc.) announced a significant debt issuance on March 14, 2011, raising a total of $1.4 billion through the sale of three tranches of senior notes. These notes include $400 million in 3.625% Notes due 2016, $600 million in 5.250% Notes due 2022, and $400 million in 6.500% Notes due 2041. This capital raise was conducted under an existing automatic shelf registration statement and was underwritten by a syndicate of major financial institutions, indicating substantial market demand and confidence in the company's credit profile. The proceeds from this offering will likely be used to fund ongoing operations, acquisitions, or development projects, which are typical for real estate investment trusts. The issuance diversifies the company's debt maturity profile and provides long-term capital. Investors should note the differing interest rates and maturity dates, which reflect market conditions at the time of issuance and the respective terms of each note series.

Key Highlights

  • 1WELLTOWER INC. (WELL) successfully issued $1.4 billion in aggregate principal amount of senior notes.
  • 2The issuance comprises three tranches: $400 million of 3.625% Notes due 2016, $600 million of 5.250% Notes due 2022, and $400 million of 6.500% Notes due 2041.
  • 3The notes were issued under an automatic shelf registration statement previously filed with the SEC.
  • 4A firm commitment underwriting agreement was established with a syndicate of prominent investment banks.
  • 5Interest payments for the 2016 and 2041 Notes are semi-annual on March 15 and September 15, commencing September 15, 2011.
  • 6Interest payments for the 2022 Notes are semi-annual on January 15 and July 15, commencing July 15, 2011.
  • 7The offering provides WELL with significant capital to support its strategic initiatives and growth.

Frequently Asked Questions

WELLTOWER INC. raised a total of $1.4 billion through the issuance of three series of notes.

The company issued $400 million of 3.625% Notes due March 15, 2016; $600 million of 5.250% Notes due January 15, 2022; and $400 million of 6.500% Notes due March 15, 2041.

While not explicitly stated in this 8-K filing, typically REITs use proceeds from debt offerings for general corporate purposes, including funding acquisitions, development projects, or refinancing existing debt.

The offering was underwritten by a syndicate of financial institutions including Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, UBS Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., and Wells Fargo Securities, LLC.