SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 8.01|| |
On March 25, 2021, Welltower Inc. (the “Company”) issued $750,000,000 aggregate principal amount of the Company’s 2.800% Notes due 2031 (the “Notes”) pursuant to an automatic shelf registration statement of the Company on Form S-3 (File No. 333-225004) filed with the Securities and Exchange Commission on May 17, 2018 (the “Registration Statement”). The Notes were sold pursuant to an Underwriting Agreement, dated as of March 16, 2021, between the Company and Barclays Capital Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc., 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. 19 between the Company and the Trustee, dated as of March 25, 2021 (“Supplemental Indenture”). The Notes bear interest at a rate of 2.800% per year, payable semiannually in arrears on June 1 and December 1 of each year, commencing June 1, 2021. The Notes mature on June 1, 2031. The Company intends to use the net proceeds from the sale of the Notes to redeem all or a portion of its outstanding 3.750% Senior Notes due 2023 and all or a portion of its outstanding 3.950% Senior Notes due 2023. To the extent not so used, the Company intends to use the net proceeds from the sale of the notes for general corporate purposes, including 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.
|1.1||Underwriting Agreement, dated as of March 16, 2021, between Welltower Inc. and Barclays Capital Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc., 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. 19, dated as of March 25, 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.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Title:||Executive Vice President – General Counsel & Corporate Secretary|
Dated: March 25, 2021