Easterly Government Properties, Inc. (NYSE:DEA) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On July 30, 2019, Easterly Government Properties, Inc. (the “Company”), and its operating partnership, Easterly Government Properties LP (the “Operating Partnership”), entered into a note purchase agreement (the “Purchase Agreement”), with the purchasers named therein, providing for the future issuance by the Operating Partnership of an aggregate of $275 million of fixed rate, senior unsecured notes (the “Notes”). The Notes are expected to be issued on or around September 12, 2019, subject to customary closing conditions. The following table sets forth the principal amount, interest rate and maturity date of the Notes by series (dollars in thousands):
Interest on the Notes will be payable semiannually. to the Purchase Agreement, the Operating Partnership will be permitted to prepay at any time all, or from time to time any part of, the Notes, in the amount not less than 5% of the aggregate principal amount of the Notes then outstanding at (i) 50% of the principal amount so prepaid, together with accrued interest, and (ii) a make-whole amount that is calculated by discounting the value of the remaining scheduled interest payments that would otherwise be payable through the scheduled maturity date of the applicable Notes on the principal amount being prepaid. The Operating Partnership will have the right to make tender offers and will be required to make other prepayment offers under the terms set forth in the Purchase Agreement.
The Company and certain subsidiaries of the Operating Partnership (the “Subsidiary Guarantors”) will guarantee the obligations under the Notes.
Subject to the terms of the Purchase Agreement and the Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal, “make-whole” amount or interest under the Notes, and (ii) a default in the payment of certain other indebtedness of the Operating Partnership or of the Company or of the Subsidiary Guarantors, the principal and accrued and unpaid interest and the make-whole amount on the outstanding Notes will become due and payable at the option of the holders.
The Purchase Agreement and Notes also contains various covenants (including, among others, financial covenants with respect to debt service coverage, consolidated net worth, fixed charges and consolidated leverage and covenants relating to liens) and if the Operating Partnership or the Company breaches any of these covenants, the principal and accrued and unpaid interest and the make-whole amount on the outstanding Notes will become due and payable at the option of the holders.
Net proceeds from the private placement of the Notes are intended to be used to repay borrowings outstanding under the Company’s senior unsecured revolving credit facility, to fund other potential acquisition opportunities, for general corporate purposes, or a combination of the foregoing. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes are to be issued and sold by the Operating Partnership in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure.
On July 31, 2019, the Company issued a press release announcing the future issuance by the Operating Partnership of the Notes. A copy of that press release is furnished as Exhibit 99.1 to this Current Report. The information in this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
Easterly Government Properties, Inc. Exhibit
EX-99.1 2 dea-ex991_6.htm EX-99.1 dea-ex991_6.htm Exhibit 99.1 EASTERLY GOVERNMENT PROPERTIES TO ISSUE $275 MILLION PRIVATE PLACEMENT OF SENIOR UNSECURED NOTES WASHINGTON,…
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About Easterly Government Properties, Inc. (NYSE:DEA)
Easterly Government Properties, Inc. is a real estate investment trust (REIT). The Company is focused primarily on the acquisition, development and management of Class A commercial properties that are leased to the United States Government agencies, such as the Drug Enforcement Administration, Federal Bureau of Investigation, Internal Revenue Service, Patent and Trademark Office, Customs and Border Protection, U.S. Forest Service, Immigration and Customs Enforcement, and Department of Transportation. The Company owns approximately 40 properties in the United States, encompassing over 2.6 million square feet in the aggregate. The Company’s properties’ locations include Fresno, California; Arlington, Virginia; San Antonio, Texas; Omaha, Nebraska; Lakewood, Colorado; El Centro, California; Del Rio, Texas; Dallas, texas; Savannah, Georgia; San Diego, California; Sacramento, California; Martinsburg, West Virginia; Albany, New York; Miramar, Florida, and Midland, Georgia.