Effective as of June 15, 2022, Welltower Inc. (the “Company”) and Welltower OP LLC (“Welltower OP”) entered into that certain Amendment No. 2 to Credit Agreement (the “Amendment”), by and among Welltower OP, the Company, the lenders and other financial institutions listed therein (the “Lenders”) and KeyBank National Association, as administrative agent (in such capacity, the “Agent”). The Amendment amends the Credit Agreement, dated as of June 4, 2021 (as amended prior to June 15, 2022, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by the Amendment, the “Credit Agreement”), by and among Welltower OP, as borrower, the Lenders from time to time party thereto and the Agent. Among other things, the Amendment (i) provides for an additional $500,000,000 commitment of term loans, (ii) extends the maturity of the (x) $1,000,000,000 revolving credit facility tranche to June 4, 2026, (y) the $1,000,000,000 term loan facility to July 19, 2026 and (z) the CAD 250,000,000 term loan facility to July 19, 2026 and (iii) replaces the LIBOR interest rate benchmarks applicable to the revolving loans, term loans and letters of credit with rates based on the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York. The applicable margin in respect of loans and letters of credit continues to be based on Welltower OP’s ratings established by certain debt rating agencies for Welltower OP’s long term, senior, unsecured,
enhanced debt, and such applicable margins, and such applicable margins are subject to reduction subject to Welltower OP meeting certain sustainability metrics as set forth in the Credit Agreement. Welltower OP will continue be the borrower under the Credit Agreement and the Company will continue to guarantee Welltower OP’s obligations under the Credit Agreement.
