Welltower Inc. entered into a Credit Agreement with a consortium of 31 banks; KeyBank National Association, as administrative agent, L/C issuer and a swingline lender; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; Deutsche Bank Securities Inc., as documentation agent; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and Deutsche Bank Securities Inc., as U.S. joint lead arrangers; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as joint book runners. The New Credit Agreement consists of a $3,000,000,000 unsecured revolving credit facility, a $500,000,000 unsecured term credit facility and a CAD 250,000,000 unsecured term credit facility, and replaces the Company’s existing $3,000,000,000 unsecured revolving credit facility, $500,000,000 unsecured term credit facility and CAD 250,000,000 unsecured term credit facility.

The maturity date for the Revolving Facility is July 19, 2022 and the maturity date for each of the USD Term Facility and CAD Term Facility is July 19, 2023, provided that, the maturity date of the Revolving Facility may be extended for two successive terms of six months each if no event of default has occurred under the New Credit Agreement and the Company pays a non-refundable extension fee of 0.0625% of the Revolving Facility then in effect. 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.

The New Credit Agreement 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.

Revolving loans and term loans bear interest at the applicable margin plus the applicable base rate, LIBOR or 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). Swingline loans bear interest at the applicable base rate plus the applicable margin. Letter of credit fees equal the applicable margin 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, 0.8250% 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; (d) for a swingline loan, 0.825%; and (e) for letter of credit fees, 0.0825%.