Bank of China (New York Branch) participates in restructuring $1.0 billion USD loan facilities of a $4.7 billion dual-currency syndicated loan to Welltower in 2022

Project narrative

On June 4, 2021, financial close was reached on a deal in which a syndicate of 33 banks — including Bank of China NY Branch — entered into an approximate $4.7 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 four tranches. Tranches A, B and C are USD denominated loans (See Record ID#103277). Tranche A is a $1 billion revolving credit loan and has a 2 year maturity and an interest rate at the applicable margin (based on the company’s debt ratings, which was 0.775% for revolving credits as of June 2021) over LIBOR interest rate. Tranche B is a $3 billion revolving facility and has a 4 year maturity and an interest rate at the applicable margin (based on the company’s debt ratings, which was 0.775%) over the LIBOR interest rate. Tranche C is a $500 million term loan and has an estimated maturity of 2.12 years and an interest rate at the applicable margin (based on the company’s debt ratings, which was 0.9% for term loans as of June 2021) over LIBOR interest rate. Tranche D is a $250 million CAD-denominated loan and has an estimated 2.12 year maturity and an interest rate at the applicable margin (0.9%) over Canadian Dealer Offered Rate (CDOR) interest rates. This loan also has a maturity of 2.12 years (See Record ID#103278). 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. 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 facility also allows the company to borrow up to $1.0 billion in alternate currencies. 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 and (g) for working capital and general corporate purposes. This loan’s terms are significantly amended in 2022. On June 15, 2022, Welltower and the lenders entered into an amendment, upsizing the syndicated loan and changing the borrowing terms. First, the parties agreed to upsize the original $500 million USD-denominated term loan (Tranche C) by another $500 million, upgrading it to a $1 billion term loan in total. The maturity for Tranche C is set in July 19, 2026 (extended by 3 years) (See Record ID#103279). Then, the parties extended the maturity of the $1 billion revolving credit (Tranche A) by three years (now maturing on June 4, 2026) (See Record ID#103284). The $3 billion revolving credit (Tranche B)’s terms remain unchanged. The $250 million CAD-denominated term loan’s maturity is extended by 3 years (now maturing on July 19, 2026) (See Record ID#103286). In addition, the revolving credit tranches now bear an interest rate of SOFR plus applicable margin based on the company’s credit ratings (0.775% as of June 2022); the USD-denominated term loan bears an interest rate of SOFR plus applicable margin based on the company’s credit ratings (0.8% as of June 2022). The CAD-denominated term loan bears an interest rate of CDOR plus applicable margin based on the company’s credit ratings (0.8% as of June 2022). In addition, the Term Facility permits a reduction in the interest rate upon meeting certain reductions in greenhouse gas emissions. Welltower has an ability to upsize the Revolving Facility and the USD term loan by up to an additional $1.25 billion, in the aggregate, and the CAD term loan by up to an additional CAD 250 million. The closing of the Amendment increases the Company's total available credit, assuming all incremental facilities are funded, to over $6.5 billion in aggregate. The Company is permitted to borrow up to $1.0 billion of the Revolving Facility in certain foreign currencies. The increased size and extended terms allow the company to continue to create significant value for its shareholders. While Bank of China contributed to this loan, the following 32 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, Capital One, National Association, Regions Bank, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., 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, Truist, Hancock Whitney Bank, Synovus Bank, The Huntington National Bank, The Bank of New York Mellon, Comerica Bank., and BOKF, NA dab Bank of Oklahoma.