Item 8.01 Other Events.
Notes Offering
On June 30, 2020, Welltower Inc. (the "Company") issued $600,000,000 aggregate
principal amount of the Company's 2.750% Notes due 2031 (the "Notes") pursuant
to an automatic shelf registration statement of the Company on Form S-3 (File
No. 333-225004) filed with the Securities and Exchange Commission on May 17,
2018 (the "Registration Statement"). The Notes were sold pursuant to an
Underwriting Agreement, dated as of June 16, 2020, between the Company and Wells
Fargo Securities, LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as
representatives of the several underwriters.
The Notes were issued under an Indenture between the Company and The Bank of New
York Mellon Trust Company, N.A., as trustee (the "Trustee"), dated as of
March 15, 2010, a form of which was filed with the Registration Statement (the
"Indenture"), as supplemented by Supplemental Indenture No. 18 between the
Company and the Trustee, dated as of June 30, 2020 ("Supplemental Indenture").
The Notes bear interest at a rate of 2.750% per year, payable semiannually in
arrears on January 15 and July 15 of each year, commencing January 15, 2021. The
Notes mature on January 15, 2031. An amount equal to the net proceeds from the
sale of the Notes will be allocated to a portfolio of eligible green projects.
Pending allocation for such purposes, the net proceeds from the sale of the
Notes will be used to repay advances under the Company's unsecured credit
facility.
The foregoing description of the Indenture, the Supplemental Indenture and the
Notes is qualified in its entirety by reference to the Indenture, Supplemental
Indenture, and the form of global note, filed herewith as Exhibits 4.1, 4.2, and
4.3, respectively, and incorporated by reference herein.
Tender Offer
On June 30, 2020, the Company announced the early tender results, an increase in
the maximum principal amount from $400,000,000 to $426,248,000, and pricing for
its previously announced offer (the "Offer") to purchase for cash $426,248,000
of its 3.950% Notes due 2023 (the 3.950% 2023 Notes") and 3.750% Notes due 2023
(the "3.750% 2023 Notes" and, together with the "3.950% 2023 Notes, the "2023
Notes"). The Offer is being made exclusively pursuant to an offer to purchase,
dated June 16, 2020, as amended by press releases on June 16, 2020 and June 30,
2020, which set forth the terms and conditions of the Offer.
In order to receive additional consideration for tendering early, holders of
2023 Notes must have validly tendered and not validly withdrawn their 2023 Notes
prior to or at 5:00 p.m., New York City time, on June 29, 2020 (the "Early
Tender Time"). At the Early Tender Time, holders had validly tendered and not
validly withdrawn approximately $265,376,000 of the $600 million aggregate
principal amount outstanding of the 3.950% 2023 Notes and $160,872,000 of the
$500 million aggregate principal amount outstanding of the 3.750% 2023 Notes.
Since the Offer for the 2023 Notes was fully subscribed as of the Early Tender
Time, the Company will not accept for purchase any 2023 Notes validly tendered
after the Early Tender Time.
The Offer will expire at 12:00 midnight, New York City time, at the end of July
14, 2020, unless earlier terminated.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement, dated as of June 16, 2020, between Welltower
Inc. and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and
BofA Securities, Inc., as representatives of the several underwriters.
4.1 Indenture, dated as of March 15, 2010, between the Company and the
Trustee (filed with the Securities and Exchange Commission as Exhibit
4.1 to the Company's Form 8-K filed March 15, 2010, and incorporated
herein by reference thereto).
4.2 Supplemental Indenture No. 18, dated as of June 30, 2020, between the
Company and the Trustee.
4.3 Form of Global Note (included in Exhibit 4.2 hereto).
5 Opinion of Gibson, Dunn & Crutcher LLP.
8 Tax Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5 hereto).
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 8 hereto).
99.1 Press Release Announcing Early Tender Results, dated June 30, 2020.
99.2 Press Release Announcing Pricing, dated June 30, 2020.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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