FOUR CORNERS PROPERTY TRUST, INC. (NYSE:FCPT) Files An 8-K Entry into a Material Definitive Agreement

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FOUR CORNERS PROPERTY TRUST, INC. (NYSE:FCPT) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry into a Material Definitive Agreement.

On April19, 2017, Four Corners Property Trust, Inc. (the Company)
and its subsidiary, Four Corners Operating Partnership, LP (the
Operating Partnership) entered into a Note Purchase Agreement
(the Note Purchase Agreement) with the various purchasers named
therein (the Purchasers) in connection with a private placement
of senior unsecured notes. Under the Note Purchase Agreement, the
Operating Partnership will sell to the Purchasers $125,000,000 of
senior unsecured notes comprised of (i)4.68% SeriesA Senior
Guaranteed Notes due June7, 2024 in an aggregate principal amount
of $50,000,000 (the SeriesA Notes) and (ii)4.93% SeriesB Senior
Guaranteed Notes due June7, 2027 in an aggregate principal amount
of $75,000,000 (the SeriesB Notes, and, together with the SeriesA
Notes, the Notes). The closing and funding of the Notes is
expected to occur on or about June7, 2017, subject to customary
closing conditions.

Accrued interest on the Notes at the fixed rate of 4.68% on the
Series A Notes and 4.93% on the Series B Notes will be payable
semiannually on the seventh day of June and December in each year
until maturity. The Operating Partnership may prepay at any time
all or part of the outstanding principal amount of Notes (in an
amount not less than 10% of the aggregate principal amount of the
Notes then outstanding in the case of a partial prepayment),
subject to the payment of accrued but unpaid interest and 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 Notes will be senior unsecured obligations of the Operating
Partnership and will rank equal in right to payment with all
other senior unsecured indebtedness of the Operating Partnership.
Under the terms of the Note Purchase Agreement, the Operating
Partnership is permitted to use the proceeds from the sale of the
Notes to refinance existing indebtedness and for general
corporate purposes.

Under the terms of the Note Purchase Agreement, the Notes will
have the same guarantors as that certain Revolving Credit and
Term Loan Agreement dated November9, 2015 (the Existing Credit
Agreement), among the Company, the Operating Partnership,
JPMorgan Chase Bank, N.A., as administrative agent, and the
lenders and other agents party thereto and, subject to certain
exceptions, the Operating Partnership is required to add any
guarantors under any future facilities involving debt commitments
or obligations in the amount of $100,000,000 or more. Guarantees
provided by the subsidiaries of the Operating Partnership under
the Existing Credit Agreement will be released concurrently with
the funding of the Notes, and as a result no subsidiary
guarantees will exist in connection with the Note Purchase
Agreement. The Company will continue to guarantee obligations
under the Existing Credit Agreement, and will likewise guarantee
obligations under the Note Purchase Agreement.

The Note Purchase Agreement contains customary financial
covenants, including a total leverage ratio, a mortgage-secured
leverage ratio, a secured recourse leverage ratio, a fixed charge
coverage ratio, a minimum net worth requirement, an unhedged
floating rate debt ratio, an unencumbered leverage ratio and an
unencumbered interest coverage ratio. The Note Purchase Agreement
also contains restrictive covenants that, among other things,
restrict the ability of the Operating Partnership, the Company
and their subsidiaries to enter into transactions with
affiliates, merge, consolidate, create liens or make certain
restricted payments. Such financial and restrictive covenants are
substantially similar to the corresponding covenants contained in
the Existing Credit Agreement. In addition, the Note Purchase
Agreement includes provisions providing that certain of such
covenants will be automatically amended in the Note Purchase
Agreement to conform to certain amendments that may from time to
time be implemented to corresponding covenants under the Existing
Credit Agreement.

The Note Purchase Agreement contains customary events of default,
including payment defaults, cross defaults with certain other
indebtedness, breaches of covenants and bankruptcy events. In the
case of an event of default, the Purchasers may, among other
remedies, accelerate the payment of all obligations.

The Notes have not been and will not be registered under the
Securities Act of 1933, as amended (the Securities Act) or the
securities laws of any state or other jurisdiction, and may not
be offered or sold in the United States or any other jurisdiction
absent registration or an applicable exemption from the
registration requirements of the Securities Act and the
applicable securities laws of any state or other jurisdiction.
The Operating Partnership offered and sold the Notes in reliance
on the exemption from registration provided by Section4(a)(2)of
the Securities Act.

The above summary of the Note Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Note Purchase Agreement. A copy of the Note
Purchase Agreement, including the forms of the Notes, is attached
as Exhibit10.1 to this Current Report on Form8-K and is
incorporated herein by reference.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information under Item1.01 of this Current Report on Form 8-K
is incorporated into this Item2.03 by reference.

Item8.01 Other Events.

On April 19, 2017, the Company issued a press release announcing
its entry into the Note Purchase Agreement described in Item1.01
above. A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.

Item9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.

ExhibitDescription

10.1 Note Purchase Agreement, dated as of April 19, 2017, by and
among Four Corners Property Trust, Inc., Four Corners
Operating Partnership, LP and the other parties named therein
as Purchasers.
99.1 Press Release dated April 19, 2017


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.

FOUR CORNERS PROPERTY TRUST, INC. (NYSE:FCPT) Recent Trading Information

FOUR CORNERS PROPERTY TRUST, INC. (NYSE:FCPT) closed its last trading session up +0.04 at 23.81 with 367,740 shares trading hands.