Bank of China contributes to a $250 million CAD term loan of a $3.69 billion dual-currency syndicated loan to Welltower for refinancing, working capital and general corporate purposes in 2018 (Linked to Record ID#103171)

Project narrative

On July 19, 2018, financial close was reached on a deal in which a syndicate of 31 banks — including Bank of China NY Branch — entered into an approximate $3.69 billion USD syndicated credit agreement with Welltower Inc — an American real estate investment trust that invests in Healthcare infrastructure that is legally incorporated in the United States — for refinancing and general corporate purposes. The loan was split across three tranches. Tranches A and B are USD denominated loans (See Record ID#103171). Tranche A is a $3 billion revolving credit loan and has a 4 year maturity and an interest rate at the applicable margin (based on the company’s debt ratings, which was 0.825% for revolving credits throughout the entirety of maturity) over LIBOR interest rate. Tranche B is a $500 million term loan and has a 5 year maturity and an interest rate at the applicable margin (based on the company’s debt ratings, which was 0.9% for term loans throughout the entirety of maturity) over LIBOR interest rate. Tranche C is a $250 million CAD-denominated loan and has a 5 year maturity and an interest rate at the applicable margin (0.9%) over Canadian Dealer Offered Rate (CDOR) interest rates. In addition, based on the satisfaction of certain conditions, the Company has the right to increase the amount available under the credit facilities up to an additional $1,000,000,000 for the Revolving Facility and the USD Term Facility, in the aggregate, and CAD 250,000,000 for the CAD Term Facility (See Record ID#103172). The lenders would have the right, but not the obligation, to commit to all or a portion of such increase. In addition, Welltower Inc. pays a facility fee quarterly to each bank based on the bank’s commitment amount. The facility fee depends on its debt ratings and was 0.15%. The proceeds could be used by the borrower for (a) the repayment in full of the outstanding amounts owed under the Existing Credit Agreement, (b) to acquire, directly or indirectly, Health Care Facilities and real estate, whether developed or undeveloped, (c) to extend or acquire loans secured by Mortgages, (d) to finance Construction Investments or for capital improvements to a Health Care Facility or real estate previously financed or owned by the Borrower or a Subsidiary, (e) for investments that are not prohibited under Section 7.08 of the original loan agreement, (f) for the repayment of other outstanding Indebtedness of the Borrower (other than under the 2018 Term Loan Agreement) and (g) for working capital and general corporate purposes. The new loan replaces the old loan with the same transactional value and includes sublimits of (a) up to $100,000,000 for letters of credit, (b) up to $100,000,000 for swingline loans, (c) up to 50% of the Revolving Facility commitment amount for certain negotiated rate loans, and (d) up to $1,000,000,000 for borrowings (including letters of credit) under certain alternative currencies; each of these sublimits are part of, and not in addition to, the amounts available under the Revolving Facility. While China Eximbank contributed to this loan, the following 30 lenders contributed to the loan: KeyBank National Association, Bank of America, N.A., JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch, Royal Bank of Canada, MUFG Bank, LTD., Barclays Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., UBS AG, Stamford Branch, Wells Fargo Bank, National Association, The Bank of Nova Scotia, BMO Harris Bank N.A., Citizens Bank, N.A., Compass Bank, Fifth Third Bank, Mizuho Bank, Ltd., Mizuho Bank (USA), PNC Bank, National Association, Sumitomo Mitsui Banking Corporation, TD Bank, N.A., The Toronto-Dominion Bank, New York Branch, Branch Banking and Trust Company, The Huntington National Bank, The Bank of New York Mellon, Comerica Bank, Raymond James Bank, N.A., and BOKF, NA dab Bank of Oklahoma. Among the lenders, KeyBank National Association served as the administrative agent, L/C issuer and a swingline lender; Bank of America, N.A. and JPMorgan Chase Bank, N.A. served as co-syndication agents; Deutsche Bank Securities Inc. served as documentation agent; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and Deutsche Bank Securities Inc. (U.S. joint lead arrangers); Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets (Canadian joint lead arrangers); and Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A (joint book runners). On April 26, 2019, the lenders and borrower signed an amendment to the loan agreement, amending certain definitions in the original agreement. In 2022, the lenders and the borrower signed a new loan agreement replacing the current one.