WELLTOWER INC. Item 1.01 Entry Into a Material Definitive Agreement.
On
The maturity date for the Revolving A Tranche is
The New Credit Agreement includes sublimits of (a) up to
Revolving loans and term loans bear interest at the applicable margin plus the
base rate or applicable LIBOR/CDOR interest rate, at the Company's option.
Negotiated rate loans bear interest at the rate agreed to between the Company
and the applicable lender(s). Letter of credit fees equal the applicable margin
for revolving loans multiplied by the daily amount available to be drawn under
such letters of credit. The applicable margins are based on the Company's
ratings established by certain debt rating agencies for the Company's long term,
senior, unsecured, non-credit enhanced debt (the "Debt Ratings"). Based on the
Company's current Debt Ratings, the applicable margins are as follows: (a) for a
revolving loan under the Revolving Facility, 0.775% for a LIBOR loan or 0.000%
for a base rate loan; (b) for a term loan under the USD Term Facility, 0.900%
for a LIBOR loan or 0.000% for a base rate loan; (c) for a term loan under the
CAD Term Facility, 0.900% for a CDOR loan or 0.000% for a base rate loan and
(d) for letter of credit fees, 0.775%. The applicable margin for loans under the
Revolving Facility and letter of credit fees are subject to reduction upon the
Company meeting certain sustainability metrics as set forth in the New Credit
Agreement. The New Credit Agreement includes customary LIBOR replacement
language, including, but not limited to, the use of rates based on the secured
overnight financing rate (SOFR) administered by the
For the Revolving Facility, the Company is obligated to pay an annual facility fee equal to the product of the applicable rate multiplied by the Revolving Facility amount with such rate based on the Company's Debt Ratings. The current applicable rate for the facility fee for the Revolving Facility is 0.150%. For letters of credit, the Company is obligated to pay a fronting fee of 0.125% on the face amount and subsequent increases of such amounts of such letters of credit and customary fees and standard costs of the issuers of such letters of credit.
The New Credit Agreement includes certain customary representations and warranties by the Company and imposes certain customary covenants on the Company. The New Credit Agreement contains certain customary events of default, and if an event of default occurs and continues, the Company is subject to certain actions by the administrative agent, including, without limitation, the acceleration of repayment of all amounts outstanding under the New Credit Agreement.
--------------------------------------------------------------------------------
Certain of the parties to the New Credit Agreement and/or their affiliates have provided and in the future may provide investment banking, commercial banking and/or advisory services to the Company for which they receive customary fees and expenses.
The foregoing description does not purport to be a complete statement of the parties' rights and obligations under the New Credit Agreement and is qualified in its entirety by reference to the New Credit Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The representations, warranties and covenants contained in the New Credit
Agreement were made as of a specified date, may be subject to a contractual
standard of materiality different from what might be viewed as material to
investors, or may have been used for the purpose of allocating risk among the
parties thereto. Accordingly, the representations and warranties in the New
Credit Agreement are not necessarily characterizations of the actual state of
facts of the Company and its subsidiaries at the time they were made or
otherwise and should be read only in conjunction with the other information that
the Company makes publicly available in reports, statements and other documents
filed with the
Item 1.02 Termination of a Material Definitive Agreement.
Effective
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Credit Agreement, dated as ofJune 4, 2021 , by and among the Company; the lenders listed therein;KeyBank National Association , as administrative agent and L/C issuer;BofA Securities, Inc. andJPMorgan Chase Bank, N.A ., as joint book runners;BofA Securities, Inc. ,JPMorgan Chase Bank, N.A .,KeyBanc Capital Markets Inc. andWells Fargo Securities LLC , asU.S. joint lead arrangers;BofA Securities, Inc. ,JPMorgan Chase Bank, N.A .,KeyBanc Capital Markets Inc. andRBC Capital Markets , as Canadian joint lead arrangers;Bank of America, N.A . andJPMorgan Chase Bank, N.A ., as co-syndication agents;Wells Fargo Bank, N.A. ,MUFG Bank, Ltd. , Barclays Bank PLC,Citibank, N.A .,Credit Agricole Corporate and Investment Bank ,Deutsche Bank Securities Inc. ,Goldman Sachs Bank USA ,Mizuho Bank, Ltd. ,Morgan Stanley Bank, N.A. ,PNC Bank, National Association and Royal Bank of Canada, as co-documentation agents;BNP Paribas ,Capital One, National Association ,Citizens Bank, N.A. ,Fifth Third Bank , National Association,The Huntington National Bank ,Regions Bank , The Bank of Nova Scotia,Sumitomo Mitsui Banking Corporation ,TD Bank, NA ,Truist Bank and Bank of Montreal, as co-senior managing agents andCredit Agricole Corporate and Investment Bank , as sustainability structuring agent. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
--------------------------------------------------------------------------------
© Edgar Online, source
