Title of |
CUSIP / |
Principal Amount |
Acceptance Priority Level |
|
Bloomberg |
Fixed |
3.950% Notes |
CUSIP: 95040Q AE4 ISIN: US95040Q AE44 |
|
1 |
0.250% |
FIT1 |
+115 bps |
3.750% Notes |
CUSIP: 42217K BA3 ISIN: US42217K BA34 |
|
2 |
0.250% |
FIT1 |
+130 bps |
Indicative Timetable for the Offer:
Commencement of the Offer............................... |
|
Early Tender Time.............................................. |
5:00 p.m., |
Withdrawal Deadline.......................................... |
5:00 p.m., |
Pricing Determination Date................................. |
10:00 a.m., |
Early Acceptance Date........................................ |
If elected, a date following the Early Tender Time and prior to the Expiration Time. Expected to be the second Business Day following the Early Tender Time, but subject to change. |
Early Settlement Date.......................................... |
If elected, promptly after the Early Tender Time. Expected to be |
Expiration Time.................................................. |
12:00 midnight, |
Final Settlement Date.......................................... |
Promptly after the Expiration Time. Expected to be |
The Offer will expire at 12:00 midnight,
In addition to the Total Consideration of any series and the Tender Consideration, as applicable, holders whose Notes are validly tendered and accepted for purchase pursuant to the Offer will be paid any accrued and unpaid interest on the Notes from, and including, the last interest payment date to, but not including, the Early Settlement Date and the Final Settlement Date, as applicable. For the avoidance of doubt, accrued and unpaid interest on the Notes will cease to accrue on the Early Settlement Date and the Final Settlement Date, as applicable.
If the purchase of all Notes validly tendered in the Offer would cause the Offeror to purchase an aggregate principal amount of Notes in excess of the Maximum Principal Amount, subject to the terms and conditions of the Offer, it will prorate the Notes accepted in the Offer as described below:
• If the aggregate principal amount of all Notes validly tendered and not validly withdrawn in the Offer on or prior to the Early Tender Time exceeds the Maximum Principal Amount, then the Offer will be oversubscribed on the Early Tender Time, and (1) the Offeror will not accept for purchase any Notes tendered after the Early Tender Time, and (2) the Offeror will (assuming satisfaction or, where applicable, the waiver of the conditions to the Offer) accept for purchase on the Early Acceptance Date (or, if there is no Early Acceptance Date, the Expiration Time) the maximum aggregate principal amount of Notes tendered and not withdrawn on or prior to the Early Tender Time as the Offeror can without exceeding the Maximum Principal Amount, on a pro rata basis, in the order of the related Acceptance Priority Level. If the aggregate principal amount of all validly tendered Notes of a series at one Acceptance Priority Level, when added to the aggregate principal amount of all Notes accepted for purchase at higher Acceptance Priority Levels (indicated by lower numerical value), does not exceed the Maximum Principal Amount, then we will accept for purchase all such tendered Notes of such series. If acceptance of all validly tendered Notes of a series at one Acceptance Priority Level, when added to the aggregate principal amount of all Notes accepted for purchase at a higher Acceptance Priority Level exceeds the Maximum Principal Amount, then we will accept for purchase on a pro rata basis such tendered Notes such that we do not exceed the Maximum Principal Amount.
• If the Offer is not fully subscribed as of the Early Tender Time, and the aggregate principal amount of all Notes validly tendered in the Offer on or prior to the Expiration Time exceeds the Maximum Principal Amount, then the Offeror will accept for purchase on a pro rata basis (as described in the paragraph above) the maximum aggregate principal amount of such Notes of such series tendered after the Early Tender Time and on or prior to the Expiration Time as the Offeror can without exceeding the Maximum Principal Amount. Tendered Notes with lower Acceptance Priority Levels (indicated by higher numerical value) than the Acceptance Priority Level that results in the purchase of the Maximum Principal Amount will not be accepted for purchase.
• If the Offer is not fully subscribed as of the Early Tender Time, Notes tendered on or before the Early Tender Time will be accepted for purchase in priority to Notes tendered after the Early Tender Time, even if such Notes tendered after the Early Tender Time have a higher Acceptance Priority Level.
Notwithstanding any other provision of the Offer, the obligation of the Offeror to accept for purchase, and to pay for, any Notes validly tendered and not validly withdrawn is further subject to, and conditioned upon, the successful completion (in the Offeror's reasonable opinion) of some form of debt financing designated to raise sufficient funds to purchase all Notes validly tendered and not validly withdrawn, subject to the Maximum Principal Amount, and accepted for purchase by the Offeror and to pay all fees and expenses in connection with the Offer (the "Financing Condition"), unless the Offeror (in its sole discretion) elects to waive the Financing Condition. The terms of such debt financing will be determined by market conditions and other factors at the time it occurs. No assurances can be given that the Offeror will in fact complete such debt financing. Consummation of the Offer is expressly contingent upon, among other things, the Offeror obtaining financing on terms satisfactory to the Offeror.
This news release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Offer is being made only by, and pursuant to the terms of, the Offer to Purchase. The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require the Offer to be made by a licensed broker or dealer, the Offer will be made by the dealer managers on behalf of the Offeror. None of the Offeror, the tender and information agent, the dealer managers or the trustee with respect to the Notes, nor any of their affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Offer. None of the Offeror, the tender and information agent, the dealer managers or the trustee with respect to the Notes, nor any of their affiliates, has authorized any person to give any information or to make any representation in connection with the Offer other than the information and representations contained in the Offer to Purchase.
Forward-Looking Statements
This press release may contain forward-looking statements. When Welltower uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause
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SOURCE
Investor Relations - Krishna Soma ksoma@welltower.com (646) 677-8764, Matthew Carrus mcarrus@welltower.com (646) 677-8756