Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
June 23 2021 - 4:38PM
Edgar (US Regulatory)
Issuer Free Writing Prospectus, dated June 23, 2021
Filed Pursuant to Rule 433
Relating to the Preliminary Prospectus Supplement
Dated June 23, 2021 and
Registration Statement No. 333-255766
WELLTOWER INC.
PRICING
TERM SHEET
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Issuer:
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Welltower Inc.
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Title of Securities:
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2.050% Notes due 2029 (the Notes)
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Principal Amount:
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$500,000,000
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Trade Date:
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June 23, 2021
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Settlement Date:
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We expect that delivery of the Notes will be made to investors on or about June 28, 2021, which will be the third business day following the date hereof (such settlement being referred to as T+3). 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+3, 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.
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Maturity Date:
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January 15, 2029
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Interest Payment Dates:
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January 15 and July 15, commencing January 15, 2022
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Coupon:
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2.050% per year, accruing from June 28, 2021
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Price to Public:
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99.715% of the principal amount, plus accrued interest, if any, from June 28, 2021
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Yield to Maturity:
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2.091%
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Benchmark Treasury:
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1.250% due May 31, 2028
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Spread to Benchmark Treasury:
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+85 basis points
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Benchmark Treasury Price/Yield:
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100-02 /1.241%
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Optional Redemption Provisions
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Make-Whole Call:
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+15 basis points
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Par Call:
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2 months prior to the Maturity Date
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CUSIP/ISIN:
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95040Q AN4 / US95040QAN43
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Anticipated Ratings*
(Moodys/S&P)
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Baa1/BBB+
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Joint Book-Running Managers:
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Wells Fargo Securities, LLC
Citigroup Global
Markets Inc.
Morgan Stanley & Co. LLC
BofA
Securities, Inc.
Barclays Capital Inc.
Credit Agricole
Securities (USA) Inc.
Deutsche Bank Securities Inc.
Goldman
Sachs & Co. LLC
J.P. Morgan Securities LLC
KeyBanc
Capital Markets Inc.
Mizuho Securities USA LLC
MUFG
Securities Americas Inc.
PNC Capital Markets LLC
RBC Capital
Markets, LLC
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Senior Co-Managers:
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BMO Capital Markets Corp.
BNP Paribas
Securities Corp.
Capital One Securities, Inc.
Fifth Third
Securities, Inc.
Huntington Securities, Inc.
Regions
Securities LLC
Scotia Capital (USA) Inc.
SMBC Nikko
Securities America, Inc.
Stifel, Nicolaus & Company, Incorporated
TD Securities (USA) LLC
Truist Securities, Inc.
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Co-Managers:
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BNY Mellon Capital Markets, LLC
Comerica
Securities, Inc.
Hancock Whitney Investment Services, Inc.
Loop Capital Markets LLC
Synovus Securities Inc.
BOK Financial Securities, Inc.
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*
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
withdrawal or revision at any time.
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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 SECs 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 Wells Fargo Securities, LLC, toll-free: 1-800-645-3751,
Citigroup Global Markets Inc., toll-free: 1-800-831-9146 and Morgan Stanley & Co. LLC, toll-free: 1-866-718-1649.
No PRIIPs KID
No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK.
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