Issuer Free Writing Prospectus, dated April 3, 2018
Filed Pursuant to Rule 433
Relating to the Preliminary Prospectus Supplement
Dated April 3, 2018 and
Registration Statement No. 333-203802
WELLTOWER INC.
PRICING TERM SHEET
| Issuer: | Welltower Inc. | |
| Title of Securities: | 4.250% Notes due 2028 | |
| Principal Amount: | $550,000,000 | |
| Trade Date: | April 3, 2018 | |
| Settlement Date*: | T+5; April 10, 2018 | |
| Maturity: | April 15, 2028 | |
| Interest Payment Dates: | April 15 and October 15, commencing October 15, 2018 | |
| Coupon: | 4.250% per year, accruing from April 10, 2018 | |
| Price to Public: | 99.959% of the principal amount, plus accrued interest, if any | |
| Yield to Maturity: | 4.255% | |
| Benchmark Treasury: | 2.750% due February 15, 2028 | |
| Spread to Benchmark Treasury: | + 148 basis points | |
| Benchmark Treasury Price/Yield: | 99-25 / 2.775% | |
| Optional Redemption Provisions |
Prior to January 15, 2028, + 25 basis points | |
| Par Call: |
On or after January 15, 2028 | |
| CUSIP/ISIN: | 95040Q AD6 / US95040QAD60 | |
| Anticipated Ratings** (Moody’s/S&P/Fitch): |
Baa1/BBB+/BBB+ | |
| Joint Book-Running Managers: | Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. MUFG Securities Americas Inc. Barclays Capital Inc. Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. Wells Fargo Securities, LLC | |
| Senior Co-Managers: | KeyBanc Capital Markets Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC | |
| Co-Managers: | Fifth Third Securities, Inc. Mizuho Securities USA LLC Stifel, Nicolaus & Company, Incorporated SunTrust Robinson Humphrey, Inc. TD Securities (USA) LLC SMBC Nikko Securities America, Inc. Comerica Securities, Inc. Raymond James & Associates, Inc. | |
| *Note: | The issuer expects that delivery of the notes will be made to investors on or about April 10, 2018, which will be the fifth business day following the date hereof (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes before the second business day prior to April 10, 2018 will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternative settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of who wish to trade notes prior to their date of delivery hereunder should consult their advisors. |
| **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 Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free: 1-800-294-1322, Deutsche Bank Securities Inc. toll-free: 1-800-503-4611, or MUFG Securities Americas Inc. toll-free: 1-877-649-6848.