8-KMaterial AgreementsExhibits & Filings

WELLTOWER INC. 8-K Report, Material Agreement (Jun 8, 2021)

Filed June 8, 2021For Securities:WELL

Summary

Welltower Inc. (WELL) has entered into a new, significantly larger unsecured revolving credit facility totaling $4.0 billion, replacing its previous $3.0 billion facility. This "New Credit Agreement" also incorporates existing term loan facilities, including a $500 million USD Term Facility and a CAD 250 million CAD Term Facility, extending their maturity dates and providing a more robust financing structure. The refinancing enhances Welltower's financial flexibility with a longer overall maturity profile for its revolving credit, particularly the "Revolving A Tranche" which extends to June 4, 2025. The agreement also includes provisions for potential increases in credit availability by up to $1.25 billion for the Revolving Facility and USD Term Facility, and CAD 250 million for the CAD Term Facility. Notably, the new agreement incorporates sustainability metrics that can lead to reduced borrowing costs, aligning with ESG-focused investment strategies.

Key Highlights

  • 1Entered into a new $4.0 billion unsecured revolving credit facility (split into $3.0B "Revolving A Tranche" and $1.0B "Revolving B Tranche"), increasing capacity by $1.0 billion.
  • 2The "Revolving A Tranche" has a maturity date of June 4, 2025, extending the company's credit availability.
  • 3The agreement maintains and extends maturity for existing USD ($500M) and CAD ($250M) unsecured term loan facilities.
  • 4Includes options to extend the maturity of revolving tranches and potential for credit facility increases up to an aggregate of $1.25 billion (USD) and CAD 250 million.
  • 5Interest rates are tied to the company's debt ratings and offer options for LIBOR/CDOR or base rate loans, with provisions for SOFR-based rates.
  • 6The new credit agreement incorporates sustainability-linked metrics, allowing for potential reductions in applicable margins and facility fees.
  • 7The previous credit agreement, dated July 19, 2018, has been terminated following the establishment of the new agreement.

Frequently Asked Questions

The new unsecured revolving credit facility totals $4.0 billion, comprised of a $3.0 billion "Revolving A Tranche" and a $1.0 billion "Revolving B Tranche." This represents an increase of $1.0 billion compared to the company's previous $3.0 billion unsecured revolving credit facility.

The maturity date for the "Revolving A Tranche" is June 4, 2025. The maturity date for the "Revolving B Tranche," the USD Term Facility, and the CAD Term Facility is July 19, 2023. The maturity of the revolving tranches can potentially be extended for two six-month terms.

Yes, the company has the right to increase the credit facilities by an aggregate of up to $1.25 billion for the Revolving Facility and the USD Term Facility, and CAD 250 million for the CAD Term Facility, subject to lender commitment and certain conditions.

Yes, the new credit agreement includes sustainability metrics. Meeting certain sustainability targets could lead to a reduction in the applicable margins for revolving loans and letter of credit fees, potentially lowering borrowing costs for the company.