Issuer Free Writing Prospectus, dated February 13, 2019
Filed Pursuant to Rule 433
Relating to the Preliminary Prospectus Supplement
Dated February 13, 2019 and
Registration Statement No. 333-225004
WELLTOWER INC.
PRICING TERM SHEET
| Issuer: | Welltower Inc. | |
| Title of Securities: | 3.625% Notes due 2024 (the “2024 Notes”) 4.125% Notes due 2029 (the “2029 Notes”) | |
| Principal Amount: | 2024 Notes: $500,000,000 2029 Notes: $550,000,000 | |
| Trade Date: | February 13, 2019 | |
| Settlement Date: | T+2; February 15, 2019 | |
| Maturity Date: | 2024 Notes: March 15, 2024 2029 Notes: March 15, 2029 | |
| Interest Payment Dates: | 2024 Notes: March 15 and September 15, commencing September 15, 2019 2029 Notes: March 15 and September 15, commencing September 15, 2019 | |
| Coupon: | 2024 Notes: 3.625% per year, accruing from February 15, 2019 2029 Notes: 4.125% per year, accruing from February 15, 2019 | |
| Price to Public: | 2024 Notes: 99.657% of the principal amount, plus accrued interest, if any 2029 Notes: 99.555% of the principal amount, plus accrued interest, if any | |
| Yield to Maturity: | 2024 Notes: 3.699% 2029 Notes: 4.179% | |
| Benchmark Treasury: | 2024 Notes: 2.500% due January 31, 2024 2029 Notes: 2.625% due February 15, 2029 | |
| Spread to Benchmark Treasury: | 2024 Notes: + 117 basis points 2029 Notes: + 147 basis points | |
| Benchmark Treasury Price/Yield: | 2024 Notes: 99-273/4 / 2.529% 2029 Notes: 99-08+ / 2.709% | |
| Optional Redemption Provisions | ||
| Make-Whole Call: | 2024 Notes: + 20 basis points 2029 Notes: + 25 basis points | |
| Par Call: | 2024 Notes: one month prior to the maturity date 2029 Notes: three months prior to the maturity date | |
| CUSIP/ISIN: | 2024 Notes: 95040Q AG9 / US95040QAG91 2029 Notes: 95040Q AH7 / US95040QAH74 | |
| Anticipated Ratings* (Moody’s/S&P/Fitch): |
Baa1 / BBB+ / BBB+ | |
| Underwriting: | Notice to Prospective Investors in the United Arab Emirates
This term sheet, the prospectus supplement and prospectus (including any amendments thereto) do not constitute, and are not intended to constitute, a solicitation or a public offer of our notes in the United Arab Emirates and accordingly should not be construed as such. The notes listed in this term sheet, the prospectus supplement and the accompanying prospectus have not been approved by or licensed or registered with the Central Bank, the Securities and Commodities Authority or any other relevant licensing authorities or governmental agencies in the United Arab Emirates. | |
| Joint Book-Running Managers: | Wells Fargo Securities, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated MUFG Securities Americas Inc. Barclays Capital Inc. Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC KeyBanc Capital Markets Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC UBS Securities LLC | |
| Senior Co-Managers: | BB&T Capital Markets, a division of BB&T Securities, LLC BBVA Securities Inc. BMO Capital Markets Corp. Fifth Third Securities, Inc. Mizuho Securities USA LLC PNC Capital Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Stifel, Nicolaus & Company, Incorporated TD Securities (USA) LLC | |
| Co-Managers: | The Huntington Investment Company BNY Mellon Capital Markets, LLC Comerica Securities, Inc. Loop Capital Markets LLC Raymond James & Associates, Inc. BOK Financial Securities, Inc. | |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal 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: 1-800-645-3751, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free: 1-800-294-1322 or MUFG Securities Americas Inc. toll-free: 1-877-649-6848.
No PRIIPs KID – No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.