GOVERNMENT PROPERTIES INCOME TRUST (NASDAQ:GOV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On December13, 2018, we amended and restated the credit agreement governing our $750.0 million unsecured revolving credit facility and our $300.0 million and $250.0 million term loans with Wells Fargo Bank, National Association, as administrative agent and a lender, and a syndicate of other lenders.
As a result of the amendments, the stated maturity date of our revolving credit facility was extended from January31, 2019 to January31, 2023. Subject to the payment of an extension fee and meeting certain other conditions, we also have an option to further extend the stated maturity date of our revolving credit facility by two additional six month periods. The amended and restated credit agreement continues to provide that we can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayment is due until maturity. The stated amounts of our revolving credit facility and term loans and the maturity dates of our term loans remained unchanged by the amendments. The amended and restated credit agreement continues to include a feature to which, in certain circumstances, the maximum commitments and borrowings may be increased to up to $2.5 billion on a combined basis. The amended revolving credit facility is intended to remain in place following our pending merger with Select Income REIT, or SIR.
In addition, as a result of the amendments, the interest rate payable on borrowings under our revolving credit facility was reduced from a rate of LIBOR plus a premium of 125 basis points per annum to a rate of LIBOR plus a premium of 110 basis points per annum and the facility fee remained unchanged at 25 basis points per annum on the total amount of lending commitments under this facility. The interest rate payable on borrowings under our $300.0 million and $250.0 million term loans remained unchanged at rates of LIBOR plus a premium of 150 basis points per annum and LIBOR plus a premium of 180 basis points per annum, respectively. The interest rate premiums and the facility fee continue to be subject to adjustment based upon changes to our credit ratings.
The amended and restated credit agreement contains a number of covenants, including covenants that require us to maintain certain financial ratios and restrict our ability to make distributions under certain circumstances. Certain of these covenants and related definitions, among other provisions, were modified to the amendments. Obligations under the amended and restated credit agreement continue to be unsecured. The amended and restated credit agreement also continues to permit acceleration of payment of all amounts outstanding thereunder upon the occurrence and continuation of specified events of default.
Wells Fargo Bank, National Association and the other lenders party to the amended and restated credit agreement, as well as their affiliates, have engaged in, and may in the future engage in, investment banking, commercial banking, advisory and other commercial dealings in the ordinary course of business with us. They have received, and may in the future receive, customary fees and commissions for these engagements.
The foregoing description of the amended and restated credit agreement is not complete and is subject to and qualified in its entirety by reference to the copy of the amended and restated credit agreement attached as Exhibit10.1 hereto and 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.
The information contained in Item 1.01 of this Current Report on Form8-K regarding the amended and restated credit agreement is incorporated into this Item 2.03 by reference.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS CURRENT REPORT ON FORM8-K CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORMACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE”, “WILL”, “MAY” AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAYNOT OCCUR. ACTUAL RESULTS MAYDIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THESE FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE:
· CONTINUED AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY IS SUBJECT TO OUR SATISFYING CERTAIN FINANCIAL COVENANTS AND OTHER CREDIT FACILITY CONDITIONS THAT WE MAYBE UNABLE TO SATISFY,
· ACTUAL COSTS UNDER OUR REVOLVING CREDIT FACILITY WILL BE HIGHER THAN LIBOR PLUS A PREMIUM BECAUSE OF FEES AND EXPENSES ASSOCIATED WITH SUCH FACILITY,
· WE HAVE THE OPTION TO EXTEND THE MATURITY DATE OF OUR REVOLVING CREDIT FACILITY UPON PAYMENT OF A FEE AND MEETING OTHER CONDITIONS. HOWEVER, THE APPLICABLE CONDITIONS MAYNOT BE MET,
· THE PREMIUMS USED TO DETERMINE THE INTEREST RATE PAYABLE ON OUR REVOLVING CREDIT FACILITY AND TERM LOANS AND THE FACILITY FEE PAYABLE ON OUR REVOLVING CREDIT FACILITY ARE BASED ON OUR CREDIT RATINGS. FUTURE CHANGES IN OUR CREDIT RATINGS MAYCAUSE THE INTEREST AND FEES WE PAY TO INCREASE,
· THE MAXIMUM BORROWING AVAILABILITY UNDER OUR CREDIT AGREEMENT MAYBE INCREASED TO UP TO $2.5 BILLION IN CERTAIN CIRCUMSTANCES; HOWEVER,INCREASING THE MAXIMUM BORROWING AVAILABILITY UNDER OUR CREDIT AGREEMENT IS SUBJECT TO OUR OBTAINING ADDITIONAL COMMITMENTS OR TERM LOANS FROM LENDERS, WHICH MAYNOT OCCUR, AND
· THE CLOSING OF OUR PENDING MERGER WITH SIR IS SUBJECT TO THE SATISFACTION OR WAIVER OF CONDITIONS,INCLUDING THE RECEIPT OF REQUISITE APPROVALS BY OUR AND SIR’S SHAREHOLDERS. WE CANNOT BE
SURE THAT ANY OR ALL OF SUCH CONDITIONS WILL BE SATISFIED OR WAIVED. ACCORDINGLY, THE MERGER MAYNOT CLOSE WHEN EXPECTED OR AT ALL, OR THE TERMS OF THE MERGER MAYCHANGE.
THE INFORMATION CONTAINED IN OUR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR SEC,INCLUDING UNDER THE CAPTION “RISK FACTORS” IN OUR PERIODIC REPORTS, OR INCORPORATED THEREIN,IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS. OUR FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON OUR FORWARD LOOKING STATEMENTS.
EXCEPT AS REQUIRED BY LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
Item 9.01. Financial Statements and Exhibits.
GOVERNMENT PROPERTIES INCOME TRUST Exhibit
EX-10.1 2 a18-41326_4ex10d1.htm EX-10.1 Exhibit 10.1 Loan Number: 1001287-3 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 13,…
To view the full exhibit click here
About GOVERNMENT PROPERTIES INCOME TRUST (NASDAQ:GOV)
Government Properties Income Trust is a real estate investment trust (REIT). The Company operates in two segments: ownership of properties that are primarily leased to Government tenants and its equity method investment in Select Income REIT (SIR). The Company’s properties are located in Alabama, Arizona, California, Colorado, Florida, Georgia, Idaho, Kansas, Kentucky, Minnesota, Massachusetts, Missouri, New Jersey, New York, New Mexico, Oregon, South Carolina, Texas, Vermont, Washington West Virginia and Wyoming, among others. The Company owns approximately 70 properties located in over 30 states and the District of Columbia containing approximately 10.7 million rentable square feet. Approximately 50 of those properties with over 7.3 million rentable square feet, are primarily leased to the United States Government, and approximately 20 of those properties, with approximately 2.6 million rentable square feet, are primarily leased to over 10 state Governments.
