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OFFON

WELLTOWER INC.

(WELL)
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WELLTOWER INC. : Other Events, Financial Statements and Exhibits (form 8-K)

11/19/2021 | 04:11pm EST

Item 8.01 Other Events.

On November 19, 2021, Welltower Inc. (the "Company") issued $500,000,000 aggregate principal amount of the Company's 2.750% Notes due 2032 (the "Notes") pursuant to an automatic shelf registration statement of the Company on Form S-3 (File No. 333-255766) filed with the Securities and Exchange Commission on May 4, 2021 (the "Registration Statement"). The Notes were sold pursuant to an Underwriting Agreement, dated as of November 16, 2021, between the Company and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC, 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. 21 between the Company and the Trustee, dated as of November 19, 2021 ("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 July 15, 2022. The Notes mature on January 15, 2032. The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, including repayment of debt and investing in health care and seniors housing properties.

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.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



 1.1      Underwriting Agreement, dated as of November 16, 2021, between Welltower
        Inc. and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and
        Mizuho Securities USA LLC, 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. 21, dated as of November 19, 2021, 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).


104     Cover Page Interactive Data File - the cover page XBRL tags are embedded
        within the Inline XBRL document.




                                       2

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© Edgar Online, source Glimpses

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