FOUR CORNERS PROPERTY TRUST, INC. (NYSE:FCPT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On October2, 2017, Four Corners Property Trust, Inc. (the “Company”) and its subsidiary, Four Corners Operating Partnership, LP (the “Borrower”), entered into an Amended and Restated Revolving Credit and Term Loan Agreement (the “Loan Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), and the lenders (the “Lenders”) and other agents party thereto, which amends and restates in its entirety an existing Revolving Credit and Term Loan Agreement dated as of November9, 2015 by and among the Company, the Borrower, the Agent, the Lenders and the other agents party thereto.
The Loan Agreement provides for a revolving credit facility in an aggregate principal amount of $250.0million and a term loan facility in an aggregate principal amount of $400.0million. The Loan Agreement has an accordion feature allowing the facility to be increased by an additional aggregate amount not to exceed $250.0million, subject to certain conditions, including one or more new or existing lenders agreeing to provide commitments for such increased amount.
Loans under the Loan Agreement accrue interest at a per annum rate equal to, at the Borrower’s election, either a LIBOR rate plus a margin of 0.85% to 2.15%, or a base rate determined according to a prime rate or federal funds rate plus a margin of 0.00% to 1.15%. In each case, the margin is determined according to, at the Borrower’s election, either (1)the Company’s total leverage ratio in effect from time to time, or (2)at any time after the Company has received an investment grade rating from either Moody’s Investors Service, Inc. or Standard& Poor’s Ratings Services on its senior, unsecured, long-term indebtedness, the credit rating applicable from time to time with respect to such indebtedness. In the event that all or a portion of the principal amount of any loan borrowed to the Loan Agreement is not paid when due, interest will accrue at the rate that would otherwise be applicable thereto plus 2.00%. So long as the Company continues to determine pricing according to its total leverage ratio, an unused commitment fee at a rate of 0.30% or 0.20%, per annum, depending on the amount of revolving facility utilization, applies to unutilized revolving borrowing capacity under the Loan Agreement. After the Company elects to determine pricing based on the credit rating applicable to its senior, unsecured, long-term indebtedness, a facility fee at a rate of 0.125% to 0.30%, per annum, depending on the credit rating applicable from time to time with respect to such indebtedness, applies to the total revolving commitments outstanding.
Amounts owing under the Loan Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which a LIBOR rate election is in effect. The revolving credit facility matures on November9, 2021, and the term loan facility matures on November9, 2022. No amortization payments are required on the term loan prior to the maturity date. The Borrower has the option to extend the maturity date of the revolving credit facility for up to one year, subject to the payment of an extension fee of 0.075% on the aggregate amount of the then-outstanding revolving commitments for each six-month extension.
The obligations under the Loan Agreement are unsecured. to an amended and restated parent guaranty entered into on October2, 2017, which amends and restates in its entirety a parent guaranty dated August2, 2016, the obligations under the Loan Agreement are guaranteed, on a joint and several basis, by the Company and its subsidiary, Four Corners GP, LLC (the “Guaranty”).
The Loan Agreement contains customary affirmative and negative covenants that, among other things, require customary reporting obligations, contain obligations to maintain REIT status, and restrict, subject to certain exceptions, incurrence of debt, incurrence of secured debt, the ability of the Borrower and the guarantors to enter into mergers, consolidations, sales of assets and similar transactions, limitations on distributions and other restricted payments, and limitations on transactions with affiliates. In addition, the Borrower will be subject to the following financial covenants: (1)Total Indebtedness to Consolidated Capitalization Value (each as defined in the Loan Agreement) not to exceed 60%, (2) mortgage-secured leverage ratio not to exceed 40%, (3) total secured recourse indebtedness not to exceed 5% of consolidated capitalization value, (4)minimum fixed charge coverage ratio of 1.50 to 1.00, (5) minimum consolidated tangible net worth, (6)maximum unencumbered leverage ratio not to exceed 60% and (7)minimum unencumbered interest coverage ratio not less than 1.75 to 1.00.
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The Loan Agreement contains customary events of default including, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default will limit the ability of the Company and the Borrower to make distributions and may result in the termination of the credit facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the collateral.
The foregoing description does not purport to be a complete description and is qualified in its entirety by reference to the Loan Agreement and the Guaranty, a copy of which is filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 1.01 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth in Item 1.01 above is incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Exhibit Description |
| 10.1 | Amended and Restated Revolving Credit and Term Loan Agreement, dated October2, 2017, among Four Corners Operating Partnership, LP, Four Corners Property Trust, Inc., certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent. |
| 10.2 | Amended and Restated Parent Guaranty, dated October2, 2017, by Four Corners Property Trust, Inc. and Four Corners GP, LLC, for the benefit of JPMorgan Chase Bank, N.A. |
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EXHIBIT LIST
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Exhibit No. |
Exhibit Description |
| 10.1 | Amended and Restated Revolving Credit and Term Loan Agreement, dated October 2, 2017, among Four Corners Operating Partnership, LP, Four Corners Property Trust, Inc., certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent. |
| 10.2 | Amended and Restated Parent Guaranty, dated October2, 2017, by Four Corners Property Trust, Inc. and Four Corners GP, LLC, for the benefit of JPMorgan Chase Bank, N.A. |
Four Corners Property Trust, Inc. ExhibitEX-10.1 2 d459399dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 J.P. Morgan AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of October 2,…To view the full exhibit click here
About FOUR CORNERS PROPERTY TRUST, INC. (NYSE:FCPT)
Four Corners Property Trust, Inc. is a self-administered company, which is engaged in the ownership, acquisition and leasing of restaurant properties. The Company’s business is conducted through its subsidiaries, Four Corners Operating Partnership, LP (Four Corners OP) and Four Corners GP, LLC (Four Corners GP). It operates through two segments: real estate operations and restaurant operations. It owns over 424 properties in the United States. Of these properties, 418 are held for investment. These 418 properties have an aggregate leasable area of approximately 3,287,000 square feet, which are located in over 44 states. The remaining six properties are operated by the Kerrow Restaurant Operating Business as LongHorn Steakhouses. Of approximately six LongHorn SteakHouse restaurant properties located in the San Antonio area, over three properties are leased to its subsidiary, Kerrow Holdings, LLC (together with its subsidiaries Kerrow), and approximately three are owned by Kerrow.