Issuer Free Writing Prospectus, dated March 16, 2021
Filed Pursuant to Rule 433
Relating to the Preliminary Prospectus Supplement
Dated March 16, 2021 and
Registration Statement No. 333-225004
WELLTOWER INC.
PRICING TERM SHEET
Issuer: | Welltower Inc. | |
Title of Securities: | 2.800% Notes due 2031 (the “Notes”) | |
Principal Amount: | $750,000,000 | |
Trade Date: | March 16, 2021 | |
Settlement Date: | We expect that delivery of the Notes will be made to investors on or about March 25, 2021, which will be the seventh business day following the date hereof (such settlement being referred to as “T+7”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the second business day preceding the closing date of this offering will be required, by virtue of the fact that the Notes initially settle in T+7, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the second business day preceding the closing date of this offering should consult their advisors. | |
Maturity Date: | June 1, 2031 | |
Interest Payment Dates: | June 1 and December 1, commencing June 1, 2021 | |
Coupon: | 2.800% per year, accruing from March 25, 2021 | |
Price to Public: | 99.519% of the principal amount, plus accrued interest, if any, from March 25, 2021 | |
Yield to Maturity: | 2.855% | |
Benchmark Treasury: | 1.125% due February 15, 2031 | |
Spread to Benchmark Treasury: | +123 basis points | |
Benchmark Treasury Price/Yield: | 95-14 / 1.625% | |
Optional Redemption Provisions Make-Whole Call: | +20 basis points | |
Par Call: | 3 months prior to the Maturity Date | |
CUSIP/ISIN: | 95040Q AM6 / US95040QAM69 | |
Anticipated Ratings* (Moody’s/S&P/Fitch): | Baa1 / BBB+ / BBB+ | |
Joint Book-Running Managers: | Barclays Capital Inc. J.P. Morgan Securities LLC MUFG Securities Americas Inc. BofA Securities, Inc. Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC KeyBanc Capital Markets Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC UBS Securities LLC Wells Fargo Securities, LLC |
Co-Managers: | BBVA Securities Inc. BMO Capital Markets Corp. Fifth Third Securities, Inc. Mizuho Securities USA LLC PNC Capital Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Stifel, Nicolaus & Company, Incorporated TD Securities (USA) LLC Truist Securities, Inc. Huntington Securities, Inc. BNY Mellon Capital Markets, LLC Comerica Securities, Inc. Loop Capital Markets LLC Raymond James & Associates, Inc. BOK Financial Securities, Inc. |
*Note: | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Barclays Capital Inc., toll-free: 1-888-603-5847, J.P. Morgan Securities LLC, collect: 1-212-834-4533, and MUFG Securities Americas Inc., toll-free: 1-877-649-6848.
No PRIIPs KID – No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK.