Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 16 2021 - 5:06PM
Edgar (US Regulatory)
Issuer Free Writing Prospectus, dated November 16, 2021
Filed Pursuant to Rule 433
Relating to the Preliminary Prospectus Supplement
Dated November 16, 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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2.750% Notes due 2032 (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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November 16, 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 November 19, 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, 2032
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Interest Payment Dates:
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January 15 and July 15, commencing July 15, 2022
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Coupon:
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2.750% per year, accruing from November 19, 2021
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Price to Public:
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99.917% of the principal amount, plus accrued interest, if any, from November 19, 2021
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Yield to Maturity:
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2.759%
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Benchmark Treasury:
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1.375% due November 15, 2031
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Spread to Benchmark Treasury:
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+112.5 basis points
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Benchmark Treasury Price/Yield:
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97-20 / 1.634%
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Optional Redemption Provisions:
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Make-Whole Call:
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+20 basis points
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Par Call:
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Three months prior to the Maturity Date
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CUSIP/ISIN:
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95040Q AP9 / US95040QAP90
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Anticipated Ratings:*
(Moody’s/S&P)
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Baa1/BBB+
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Joint Book-Running Managers:
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Wells Fargo Securities, LLC
J.P. Morgan
Securities LLC
Mizuho Securities USA LLC
BofA Securities,
Inc.
KeyBanc Capital Markets Inc.
Deutsche Bank Securities
Inc.
RBC Capital Markets, LLC
MUFG Securities Americas
Inc.
Barclays Capital Inc.
Citigroup Global Markets Inc.
Credit Agricole Securities (USA) Inc.
Goldman Sachs &
Co. LLC
Morgan Stanley & Co. LLC
PNC Capital Markets
LLC
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Senior Co-Managers:
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Scotia Capital (USA) Inc.
BMO Capital Markets
Corp.
Stifel, Nicolaus & Company, Incorporated
Fifth
Third Securities, Inc.
SMBC Nikko Securities America, Inc.
TD
Securities (USA) LLC
Truist Securities, Inc.
Regions
Securities LLC
Capital One Securities, Inc.
BNP Paribas
Securities Corp.
Huntington 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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*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.
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 Wells Fargo Securities, LLC toll-free at 1-800-645-3751, J.P. Morgan Securities LLC collect at 1-212-834-4533 and Mizuho Securities USA LLC toll-free at 1-866-271-7403.
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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