8-KMaterial AgreementsFinancial EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Material Agreement (May 30, 2012)

Filed May 30, 2012For Securities:WELL

Summary

Health Care REIT, Inc. (now Welltower Inc.) filed an 8-K on May 30, 2012, detailing the entry into a significant material definitive agreement. Specifically, the Company entered into a $250 million Canadian Dollar denominated unsecured term loan facility. This facility provides Health Care REIT with increased financial flexibility and capacity for its operations and potential growth initiatives. The loan has a maturity date of July 27, 2015, with an option for a one-year extension, and includes provisions for an upsize of an additional $250 million Canadian Dollars under certain conditions. The loan agreement includes standard covenants and financial maintenance requirements, such as minimum tangible net worth, fixed charge coverage, leverage ratios, and a ratio of unsecured indebtedness to unencumbered assets. These covenants are designed to ensure the financial health and stability of the Company while providing access to capital. The establishment of this term loan signifies the Company's ongoing access to debt markets and its strategy to manage its capital structure effectively.

Key Highlights

  • 1Health Care REIT, Inc. secured a $250 million CAD unsecured term loan facility.
  • 2The loan agreement was entered into on May 24, 2012.
  • 3The facility matures on July 27, 2015, with a one-year extension option.
  • 4The Company has the flexibility to increase the loan by an additional $250 million CAD.
  • 5The loan is subject to customary covenants, including financial ratio requirements (tangible net worth, fixed charge coverage, leverage ratio).
  • 6Key banks, including KeyBank, JPMorgan Chase, Bank of America, and Royal Bank of Canada, are involved as agents and arrangers.
  • 7The loan is denominated in Canadian Dollars.

Frequently Asked Questions

This 8-K filing announces that Health Care REIT, Inc. has entered into a material definitive agreement, specifically a $250 million Canadian Dollar unsecured term loan facility.

The term loan is for $250 million CAD, unsecured, with a maturity date of July 27, 2015, extendable for one additional year. It carries an interest rate based on the Canadian Dollar banker's acceptance rate plus a margin of 1.45%, tied to the Company's credit ratings.

Yes, the Company has the option to increase the term loan by up to an additional $250 million Canadian Dollars, provided no default is continuing and existing lenders agree to participate.

The loan agreement includes standard covenants that restrict the Company's actions regarding indebtedness, liabilities, dividends, and fundamental changes. It also requires the Company to maintain specific financial metrics, including a minimum tangible net worth of $5.5 billion, a fixed charge coverage ratio of at least 150%, a leverage ratio not exceeding 0.60:1.00, and an unsecured indebtedness to unencumbered assets ratio not exceeding 0.60:1.00.