Issuer Free Writing Prospectus, dated October 9, 2015
Filed Pursuant to Rule 433
Relating to the Preliminary Prospectus Supplement
Dated October 9, 2015 and
Registration Statement No. 333-203802
Welltower Inc.
Pricing Term Sheet
| Issuer: | Welltower Inc. | |
| Title of Securities: | 4.000% Notes due 2025 (upon issuance will be fungible with outstanding $750,000,000 of the Notes) | |
| Principal Amount: | $500,000,000 | |
| Maturity: | June 1, 2025 | |
| Coupon: | 4.000% per year, accruing from May 26, 2015 | |
| Price to Public: | 97.750%, plus accrued interest from May 26, 2015 in the amount of $7,944,444.44 | |
| Yield to Maturity: | 4.287% | |
| Benchmark Treasury: | 2.000% due August 15, 2025 | |
| Spread to Benchmark Treasury: | + 217.6 basis points | |
| Benchmark Treasury Price/Yield: | 99.00+ / 2.111 % | |
| Interest Payment Dates: | June 1 and December 1, commencing December 1, 2015 | |
| Optional Redemption Provision: | Make-whole call prior to March 1, 2025 at +30 basis points or at par on or after March 1, 2025 | |
| Sole Bookrunning Manager: | Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| Trade Date: | October 9, 2015 | |
| Settlement Date: | T+5; October 19, 2015 | |
| CUSIP / ISIN: | 42217K BF2 / US42217KBF21 | |
| Ratings* (Moody’s/S&P/Fitch): |
Baa2/BBB/BBB+ | |
| * | 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 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, the 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, by phone (toll free): 1-800-294-1322.