SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 8.01|| |
On June 28, 2021, Welltower Inc. (the “Company”) issued $500,000,000 aggregate principal amount of the Company’s 2.050% Notes due 2029 (the “Notes”) pursuant to an automatic shelf registration statement of the Company on Form S-3 (File No. 333-255766) filed with the Securities and Exchange Commission on May 4, 2021 (the “Registration Statement”). The Notes were sold pursuant to an Underwriting Agreement, dated as of June 23, 2021, between the Company and Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, 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. 20 between the Company and the Trustee, dated as of June 28, 2021 (“Supplemental Indenture”). The Notes bear interest at a rate of 2.050% per year, payable semiannually in arrears on January 15 and July 15 of each year, commencing January 15, 2022. The Notes mature on January 15, 2029. The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, including repayment of debt and 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 June 23, 2021, between the Company and Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, 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. 20, dated as of June 28, 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.
|Name: Matthew McQueen|
Title: Executive Vice President – General
Counsel & Corporate Secretary
Dated: June 28, 2021