Item 1.01. Entry into a Material Definitive Agreement.
Effective as ofJune 15, 2022 ,Welltower Inc. (the "Company") andWelltower 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") andKeyBank National Association , as administrative agent (in such capacity, the "Agent"). The Amendment amends the Credit Agreement, dated as ofJune 4, 2021 (as amended prior toJune 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 toJune 4, 2026 , (y) the$1,000,000,000 term loan facility toJuly 19, 2026 and (z) theCAD 250,000,000 term loan facility toJuly 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 theFederal 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, non-credit 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.
The foregoing summary of the Amendment does not constitute a complete description of, and is qualified in its entirety by reference to, the terms and conditions of the Amendment, which is filed herewith as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
. (d) Exhibits.
10.1 Amendment No. 2 to Credit Agreement, datedJune 15, 2022 , by and amongWelltower Inc. ,Welltower OP LLC , the lenders and other financial institutions listed therein andKeyBank National Association , as administrative agent. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 2
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