8-KMaterial AgreementsFinancial EventsRegulation FD+1

WELLTOWER INC. 8-K Report, Material Agreement (Jul 31, 2014)

Filed July 31, 2014For Securities:WELL

Summary

Health Care REIT, Inc. (now Welltower Inc.) filed an 8-K on July 31, 2014, reporting the entry into a new, larger, and more flexible credit facility. This new agreement, effective July 25, 2014, increases the company's borrowing capacity to $3.25 billion through a $2.5 billion revolving credit facility, a $500 million USD term facility, and a CAD 250 million term facility. This new facility replaces existing credit agreements and extends maturity dates, offering greater financial flexibility and potentially lower borrowing costs based on the company's debt ratings. The enhanced credit facility provides Health Care REIT with increased liquidity and strategic options for future growth and operational needs. The inclusion of options to extend maturity dates and the ability to increase facility amounts up to an additional $1 billion (USD) and CAD 250 million demonstrates the company's proactive approach to managing its capital structure and supporting its ongoing business development. The termination of previous agreements and repayment of outstanding amounts signify a clean slate and a strengthened financial position.

Key Highlights

  • 1Company entered into a new, larger unsecured credit agreement totaling $3.25 billion ($2.5B revolving, $500M USD term, CAD 250M term).
  • 2The new credit facility replaces previous agreements, increasing overall borrowing capacity from $2.25 billion revolving and $500 million term to the new structure.
  • 3Maturity dates are extended to October 31, 2018, with options to extend by an additional year for each facility component, subject to fees and conditions.
  • 4The company has the right to increase credit facility amounts by an additional $1 billion (USD) and CAD 250 million, subject to lender commitment.
  • 5Interest rates are variable, based on the company's debt ratings plus applicable margins for LIBOR, CDOR, or base rate loans.
  • 6The agreement includes customary representations, covenants, and events of default, providing standard protections for lenders.
  • 7Previous material definitive agreements (Credit Agreement dated Jan 7, 2013, and Term Loan Agreement dated May 24, 2012) were terminated and all outstanding amounts repaid.

Frequently Asked Questions

This 8-K filing announces that Health Care REIT, Inc. entered into a new, larger, and more flexible credit agreement, replacing its previous credit facilities. It also details the termination of the prior agreements and the repayment of all outstanding amounts under them.

The new credit facility has a total capacity of $3.25 billion, consisting of a $2.5 billion unsecured revolving credit facility, a $500 million unsecured USD term credit facility, and a CAD 250 million unsecured Canadian term credit facility.

The initial maturity date for the credit facilities under the new agreement is October 31, 2018. The company has the option to extend the maturity date of the Revolving Facility, the USD Term Facility, and the CAD Term Facility by an additional year each, subject to certain conditions and payment of non-refundable fees.

Yes, the company has the right to increase the amount available under the credit facilities by up to an additional $1,000,000,000 for the Revolving Facility and the USD Term Facility, in aggregate, and CAD 250,000,000 for the Canadian Term Facility. However, lenders are not obligated to commit to these increases.