WELLTOWER OP LLC as Issuer WELLTOWER INC. as REIT and Guarantor Execution Version AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of May 11, 2023Welltower OP LLC • May 11th, 2023 • Real estate investment trusts • New York
INDENTURE dated as of May 11, 2023 among WELLTOWER OP LLC, a Delaware limited liability company, as issuer (the “Company,” as more fully set forth in Section 1.01 hereof), WELLTOWER INC., a Delaware corporation, as the REIT and guarantor (the “REIT,” as more fully set forth in Section 1.01 hereof), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01 hereof).
WELLTOWER INC., as Issuer, WELLTOWER OP INC., as Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FORM OF INDENTURE DATED AS OF __________, 20__ JUNIOR SUBORDINATED DEBT SECURITIESIndenture • April 1st, 2022 • Welltower OP Inc. • Real estate investment trusts • New York
This Indenture, dated as of ________, 20__, between Welltower Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Issuer”), having its principal offices at 4500 Dorr Street, Toledo, Ohio 43615, Welltower OP Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor” and together with the Issuer, the “Obligors”), having its principal offices at 4500 Dorr Street, Toledo, Ohio 43615, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”), having its principal offices at 2 N. LaSalle Street, Suite 700, Chicago, Illinois 60602.
WELLTOWER INC. (a Delaware corporation) WELLTOWER OP LLC (a Delaware limited liability company) (including the Additional Notes (as defined in the Purchase Agreement)) REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2023 • Welltower OP LLC • Real estate investment trusts • New York
Welltower OP LLC, a Delaware limited liability company (the “Operating Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom Morgan Stanley & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC (the “Representatives”) are acting as the representatives, its 2.750% Exchangeable Senior Notes due 2028 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Operating Company, Welltower Inc., a Delaware corporation (the “Company”), and the Representatives, dated as of May 8, 2023 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. In certain circumstances, the Notes will be exchangeable for shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”) in accordance with the terms of the Notes and the Indenture (as defined below). The Notes will be guaranteed on a senior unsecured basis by the Company. To induce the Initial Purchasers to ente
WELLTOWER INC., as Issuer, WELLTOWER OP INC., as Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FORM OF INDENTURE DATED AS OF __________, 20__ SENIOR DEBT SECURITIESWelltower OP Inc. • April 1st, 2022 • Real estate investment trusts • New York
This Indenture, dated as of ________, 20__, between Welltower Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Issuer”), having its principal offices at 4500 Dorr Street, Toledo, Ohio 43615, Welltower OP Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor” and together with the Issuer, the “Obligors”), having its principal offices at 4500 Dorr Street, Toledo, Ohio 43615, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”), having its principal offices at 2 N. LaSalle Street, Suite 700, Chicago, Illinois 60602.
LIMITED LIABILITY COMPANY AGREEMENT OF WELLTOWER OP LLC May 24, 2022Limited Liability Company Agreement • May 25th, 2022 • Welltower OP LLC • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (as may be amended, supplemented or restated from time to time, the “Agreement”) of Welltower OP LLC, a Delaware limited liability company (together with its successors or permitted assignees, the “Company”), is dated as of May 24, 2022 and entered into by and among Welltower Inc., a Delaware corporation, as the initial member, and the Persons whose names are set forth on the Member Registry as Members (each as hereinafter defined), together with each other Person who at any time after the date hereof becomes a Member of the Company as provided herein.
WELLTOWER INC. (a Delaware corporation) WELLTOWER OP LLC (a Delaware limited liability company) (including the Additional Notes (as defined in the Purchase Agreement)) REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2024 • Welltower OP LLC • Real estate investment trusts • New York
Welltower OP LLC, a Delaware limited liability company (the “Operating Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC (the “Representatives”) are acting as the representatives, its 3.125% Exchangeable Senior Notes due 2029 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Operating Company, Welltower Inc., a Delaware corporation (the “Company”), and the Representatives, dated as of July 8, 2024 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. In certain circumstances, the Notes will be exchangeable for shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), in accordance with the terms of the Notes and the Indenture (as defined below). The Notes will be guaranteed on a senior unsecured basis by the Company. To induce the Initial Purchasers to
WELLTOWER OP LLC as Issuer WELLTOWER INC. as REIT and Guarantor AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of July 11, 2024Welltower OP LLC • July 11th, 2024 • Real estate investment trusts • New York
INDENTURE dated as of July 11, 2024 among WELLTOWER OP LLC, a Delaware limited liability company, as issuer (the “Company,” as more fully set forth in Section 1.01 hereof), WELLTOWER INC., a Delaware corporation, as the REIT and guarantor (the “REIT,” as more fully set forth in Section 1.01 hereof), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01 hereof).
