Welltower Announces Proposed Private Placement of $750 Million of Exchangeable Senior Notes

Welltower® Inc. (NYSE: WELL) (“Welltower” or the “Company”) announced today that its operating company, Welltower OP LLC (“Welltower OP”), launched an offering (the “Offering”), subject to market conditions and other factors, of exchangeable senior notes in the aggregate principal amount of $750 million due in 2028 in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Welltower OP also intends to grant the initial purchasers of the notes an option to purchase up to an additional $112.5 million aggregate principal amount of notes.

The notes will be Welltower OP’s senior unsecured obligations and will accrue interest payable semi-annually in arrears. The notes will be exchangeable into cash up to the principal amount of the notes exchanged and, in respect of the remainder of the exchange value, if any, in excess thereof, cash or shares of common stock, par value $1.00 per share, of the Company (the “Common Stock”), or a combination thereof, at the election of Welltower OP. The interest rate, exchange rate and other terms of the notes will be determined at the time of pricing of the Offering. The Company will fully and unconditionally guarantee the notes on a senior unsecured basis.

Welltower OP intends to use the net proceeds from the Offering for general corporate purposes, which may include the repayment or redemption of debt (which may include the 4.500% Notes due January 15, 2024 and the 3.625% Notes due March 15, 2024) and investment in health care, wellness and seniors housing properties. Pending such use, the net proceeds may be invested in short-term, investment grade, interest-bearing securities, certificates of deposit or indirect or guaranteed obligations of the United States.

Neither the notes nor the shares of Common Stock issuable upon exchange of the notes have been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. Accordingly, the notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the Securities Act).

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the notes in any jurisdiction in which the offer, solicitation or sale of the notes would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.