ALEXANDER & BALDWIN, INC. (NYSE:ALEX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
The information set forth under Item 2.03 is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September15, 2017, Alexander & Baldwin, Inc. (the “Company”) amended its revolving credit facility and its private note shelf facility, as further described below.
Revolving Credit Facility Amendment: On September15, 2017, the Company and its wholly owned subsidiaries, Alexander & Baldwin, LLC (“A&B LLC”), Grace Pacific LLC, Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T, Alexander & Baldwin, LLC, Series M, and A&B II, LLC entered into a Second Amended and Restated Credit Agreement ("A&B Revolver") with Bank of America N.A., as administrative agent, First Hawaiian Bank, and other lenders party thereto, which amended and restated A&B LLC’s existing $350 million committed revolving credit facility ("Revolving Credit Facility"). The A&B Revolver increases the total revolving commitments to $450 million, extends the term of the Revolving Credit Facility to September 15, 2022, adds each series of A&B LLC as a borrower thereunder, amends certain covenants (including those described below), and reduces the interest rates and fees charged under the Revolving Credit Facility. All other terms of the Revolving Credit Facility remain substantially unchanged.
The original and amended pricing grids under the Company's Revolving Credit Facility are as follows:
Original Pricing Grid:
|
Pricing Level |
Total Debt to Total Adjusted Asset Value Ratio |
Eurodollar Rate |
Base Rate |
Letter of Credit Fee |
|
I |
An increase in the maximum ratio of debt to total adjusted asset value from 0.50:1.0 to 0.60:1.0. |
|
An increase in the aggregate maximum amount of priority debt at any time from 20 percent to 25 percent. |
|
Allows the Company to consummate the holding company merger to adopt certain governance changes and facilitate the Company's ongoing compliance with REIT requirements. |
|
Sets the minimum shareholders' equity amount to be $850.58 million plus 75 percent of the net proceeds received from equity issuances, less non-recurring costs related to the REIT conversion, among other additions and subtractions. |
|
Allows for the payment of minimum dividends required to maintain REIT status and other dividends in any amount so long as no event of default shall then exist or would exist after giving effect to such dividends. |
The foregoing description of the terms of the Revolver Amendment and Pru Amendment is qualified in its entirety by reference to the Revolver Amendment and Pru Amendment, which are filed as exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
10.1 |
Second Amendment to Credit Agreement by and among Alexander & Baldwin, LLC, Alexander & Baldwin, Inc., Grace Pacific LLC, A&B II, LLC, Bank of America N.A., First Hawaiian Bank, and other lenders party thereto, dated September15, 2017.
|
|
10.2 |
Alexander & Baldwin, Inc. ExhibitEX-10.1 2 ex_creditx2ndamend.htm EXHIBIT 10.1 Exhibit Deal CUSIP Number: 01449LAC4SECOND AMENDED AND RESTATED CREDIT AGREEMENTdated as of September 15,…To view the full exhibit click here
About ALEXANDER & BALDWIN, INC. (NYSE:ALEX)
Alexander & Baldwin, Inc. (A&B) is engaged in real estate development, real estate leasing, materials and construction, and agribusiness. The Company operates in four segments: Real Estate Development and Sales, Real Estate Leasing, Materials and Construction, and Agribusiness. Real estate activities are conducted through A&B Properties, Inc. and other subsidiaries of A&B. The Real Estate Development and Sales segment is engaged in program of land stewardship, planning, entitlement, development, real estate investment, and sale of land and commercial and residential properties. The Real Estate Leasing segment owns, operates and manages a portfolio of over 60 retail, office and industrial properties in Hawaii and on the Mainland. The Materials and Construction segment performs asphalt paving as prime contractor and subcontractor. The Agribusiness segment consists of sugar plantation on the island of Maui, operated by its Hawaiian Commercial & Sugar Company (HC&S) division.
