8-KRegulation FDOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Regulation FD Disclosure (Mar 24, 2020)

Filed March 24, 2020For Securities:WELL

Summary

Welltower Inc. (WELL) announced on March 23, 2020, the closing of a $1,000,000,000 unsecured delayed draw term loan facility (DDTL Facility) with the option to increase it by an additional $200,000,000. This facility matures in two years and carries an interest rate of 30-day LIBOR plus a spread of 1.20%, subject to the company's credit rating. The proceeds are earmarked for repaying existing debt under its revolving credit facility and commercial paper program, funding future investments, and general corporate purposes. This financing provides Welltower with significant liquidity and financial flexibility, especially crucial given the uncertain economic environment at the time, including the emerging impact of the COVID-19 pandemic. The company also included standard forward-looking statements in the filing, detailing numerous risks and uncertainties that could affect future performance, including those related to the pandemic's impact on operations, occupancy, and tenant financial health, as well as capital markets and regulatory changes.

Key Highlights

  • 1Entered into a $1 billion, two-year unsecured delayed draw term loan facility (DDTL Facility) on March 23, 2020.
  • 2Has the option to increase the DDTL Facility by an additional $200 million.
  • 3Interest rate on the Term Loan is 30-day LIBOR + 1.20%, based on the company's credit rating.
  • 4Proceeds will be used to repay existing credit facilities and commercial paper, fund future investments, and for general corporate purposes.
  • 5The filing includes significant forward-looking statements and a comprehensive list of risk factors, particularly related to the COVID-19 pandemic's impact on the healthcare and seniors housing sectors.
  • 6The financing provides enhanced liquidity and flexibility in a challenging economic climate.

Frequently Asked Questions

The primary purposes of the new $1 billion unsecured delayed draw term loan facility are to repay existing borrowings under Welltower's unsecured revolving credit facility and commercial paper program, to fund future investment opportunities, and for general corporate purposes. This provides the company with enhanced liquidity and financial flexibility.

The facility is a two-year unsecured term loan with a principal amount of $1 billion, which can be increased by up to an additional $200 million. It bears interest at a rate of 30-day LIBOR plus 1.20%, adjusted based on Welltower's credit rating. Key banks like Wells Fargo, JPMorgan Chase, and Bank of America are involved as arrangers and book runners.

The filing explicitly acknowledges the significant risks and uncertainties posed by the COVID-19 pandemic. It details potential impacts on occupancy rates, operator/tenant financial health, government responses, health and safety measures, and overall economic conditions. The financing obtained is also seen in the context of providing necessary liquidity during this uncertain period.

No, the information related to the press release (Item 7.01) is furnished and not deemed 'filed' for the purposes of Section 18 of the Securities Exchange Act of 1934. This means it does not carry the same liabilities as formally filed information. The information will not be automatically incorporated into other SEC filings unless expressly stated.