8-KRegulation FDOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Regulation FD Disclosure (Nov 19, 2015)

Filed November 19, 2015For Securities:WELL

Summary

Welltower Inc. (WELL) has filed an 8-K report detailing a significant financing event. On November 18, 2015, a wholly-owned subsidiary, HCN Canadian Holdings-1 LP, priced a private offering of C$300 million in senior unsecured notes due November 25, 2020. These notes carry a 3.35% interest rate and are fully and unconditionally guaranteed by Welltower Inc., providing a direct credit backing for investors. The offering is expected to close on November 25, 2015, subject to standard closing conditions. This transaction indicates Welltower's proactive approach to managing its capital structure and potentially funding growth or refinancing existing debt. The use of a subsidiary for the offering and the guarantee from the parent company are common structures in the REIT industry for managing various aspects of financing and operations. Investors should note that this offering was conducted privately and is not registered under U.S. securities laws, meaning it may not be available to all U.S. investors unless an exemption applies.

Key Highlights

  • 1Welltower Inc.'s subsidiary, HCN Canadian Holdings-1 LP, priced a private offering of C$300 million in notes.
  • 2The notes are senior unsecured obligations with a coupon rate of 3.35%.
  • 3The maturity date for these notes is November 25, 2020.
  • 4Welltower Inc. provides a full and unconditional guarantee for these notes.
  • 5The offering was conducted as a private placement and is not registered under the U.S. Securities Act.
  • 6The transaction was announced via a press release dated November 19, 2015.
  • 7The expected closing date for the offering is November 25, 2015.

Frequently Asked Questions

This 8-K filing primarily serves to disclose a material financing event: the pricing of a private offering of C$300 million in senior unsecured notes by Welltower Inc.'s subsidiary, HCN Canadian Holdings-1 LP. It also includes a press release related to this offering.

The notes have an aggregate principal amount of C$300 million, a fixed interest rate of 3.35% per annum, and mature on November 25, 2020. They are senior unsecured obligations of the subsidiary, guaranteed by Welltower Inc.

The guarantee by Welltower Inc. provides investors with the credit assurance of the parent company. This is a common practice for REITs to enhance the credit profile and marketability of debt issued by their operating subsidiaries, often facilitating access to capital and potentially securing more favorable financing terms.

The notes have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption. This indicates it was a private placement likely targeted at institutional or accredited investors outside the scope of general public offering registration requirements in the U.S.