8-KFinancial EventsSecurities & ListingOther Events+1

WELLTOWER INC. 8-K Report, Financial Obligation (Jul 11, 2024)

Filed July 11, 2024For Securities:WELL

Summary

Welltower Inc. (WELL) announced on July 11, 2024, through its operating company Welltower OP LLC, the issuance of $900 million in aggregate principal amount of 3.125% Exchangeable Senior Notes due 2029. This offering was upsized to include an additional $135 million due to strong demand from initial purchasers. The notes are senior unsecured obligations of the Issuer, guaranteed by Welltower Inc., and will bear interest semiannually. The net proceeds are earmarked for general corporate purposes, including potential debt repayment (such as the 4.000% Notes due June 1, 2025) and investments in healthcare, wellness, and seniors housing properties. The notes are exchangeable under specific conditions, initially at an exchange rate implying an exchange price of approximately $127.91 per share, representing a premium of about 22.5% over the Company's closing stock price on July 8, 2024. Holders can require repurchase upon a fundamental change, and Welltower has the option to redeem the notes under certain conditions after July 20, 2027, based on stock performance. A registration rights agreement is in place to facilitate the resale of shares issuable upon exchange, with provisions for additional interest or an increased exchange rate if registration obligations are not met.

Key Highlights

  • 1Welltower OP LLC issued $900 million in 3.125% Exchangeable Senior Notes due 2029, with the offering upsized by $135 million.
  • 2The notes are senior unsecured and guaranteed by Welltower Inc.
  • 3Interest is payable semi-annually at 3.125% per annum, with maturity in July 2029.
  • 4Notes are exchangeable into Welltower's common stock at an initial rate of 7.8177 shares per $1,000 principal amount, implying an exchange price of ~$127.91.
  • 5Proceeds will be used for general corporate purposes, including debt repayment and property investments.
  • 6Holders have repurchase rights upon a 'fundamental change', and Welltower can redeem notes after July 20, 2027, based on stock price performance.
  • 7A registration rights agreement ensures registration of shares issuable upon exchange, with penalties for non-compliance.

Frequently Asked Questions

Welltower OP LLC issued $900 million in aggregate principal amount of 3.125% Exchangeable Senior Notes due 2029. This amount was increased by $135 million due to the exercise of an option by initial purchasers.

The net proceeds are intended for general corporate purposes, which may include repaying or redeeming existing debt (such as the 4.000% Notes due June 1, 2025) and funding investments in health care, wellness, and seniors housing properties.

The notes are initially exchangeable at the holders' option only under certain circumstances before July 20, 2027. From July 20, 2027, until shortly before maturity, holders can exchange them at any time. The initial exchange rate is equivalent to an exchange price of approximately $127.91 per share, representing a premium to the stock price on July 8, 2024.

If a 'fundamental change' occurs, noteholders can require the Issuer to repurchase their notes for cash at 100% of the principal amount plus accrued interest. In the case of an 'Event of Default' (other than certain bankruptcy events), the principal and accrued interest can be declared immediately due and payable. For certain bankruptcy events, the notes automatically become due and payable.