Inc. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive
Agreement.
On March30, 2017, Monogram Residential Trust,Inc. (which may be
referred to herein as the Company, we, our or us), through
Monogram Residential Facility I, LLC (the Borrower), a Delaware
limited liability company formed through our existing joint
venture with PGGM (as defined below) for the purpose of owning,
operating and managing, through subsidiaries, properties within
the Unencumbered Pool (as defined below), entered into a $300
million senior unsecured credit facility (the Unsecured Credit
Facility ), consisting of a $200 million revolving credit
facility (the Revolving Credit Facility) and a $100 million term
loan (the Term Loan), to a Credit Agreement (the Credit
Agreement) with KeyBank National Association (KeyBank) in its
capacity as agent; JPMorgan Chase Bank, N.A. (JPMorgan), and
Compass Bank (Compass), in their capacity as co-syndication
agents; Regions Bank (Regions), in its capacity as documentation
agent; KeyBanc Capital Markets,Inc. (KCM), JPMorgan and Compass,
in their capacity as co-lead arrangers and book runners; and the
other lenders party thereto (together with KeyBank, JPMorgan,
Compass, and Regions and the other lenders from time to time
party thereto, the Lenders).
The Credit Agreement provides us with the ability from time to
time to increase the size of the Unsecured Credit Facility up to
a total of $500 million, subject to certain conditions, and
allocate such increase between the Revolving Credit Facility and
the Term Loan at our discretion. The proceeds from the Unsecured
Credit Facility may be used by us to refinance existing and
future indebtedness, to acquire and/or develop properties, for
capital improvements or general working capital needs, and for
general corporate purposes. At closing, we borrowed $100 million
under the Term Loan and $93 million under the Revolving Credit
Facility, with substantially all the proceeds from the initial
borrowings used to pay off certain outstanding joint venture
construction loans.
The Revolving Credit Facility matures on March30, 2021 and
contains one 12-month extension option that the Borrower may
exercise upon payment of an extension fee and subject to certain
other conditions. The Term Loan matures on March30, 2022. Amounts
outstanding under the Unsecured Credit Facility will bear
interest at either (1)LIBOR determined for the applicable
interest period plus 2.25% (the Libor Rate) or (2)the sum of
(a)the highest of (i)the prime rate announced by KeyBank from
time to time, (ii)the federal funds effective rate plus 0.50%,
(iii)one-month LIBOR plus 1.0% or (iv)1.0%, plus (b)1.25% (the
Base Rate). Subject to certain conditions, the Borrower may
choose whether advances under the Revolving Credit Facility and
the Term Loan will incur interest at either the Base Rate or the
LIBOR Rate. We expect to incur borrowings initially at the Libor
Rate.
Subject to certain conditions, the aggregate borrowing
availability under the Unsecured Credit Facility will be equal to
50% of the value of the pool of qualified unencumbered properties
held at any given time by the Borrower (the Unencumbered Pool)
when the value of the Unencumbered Pool is equal to or greater
than the Target Pool Size (as defined in the Credit Agreement)
and if the value of the Unencumbered Pool drops below the Target
Pool, borrowing availability will be reduced to 45% of the value
of the Unencumbered Pool. Properties may be removed from or added
to the Unencumbered Pool, subject to the satisfaction of certain
conditions contained in the Credit Agreement.
The Credit Agreement includes customary affirmative and negative
covenants, including the following financial covenants in respect
of the Unencumbered Pool: (i)at all times, the Unencumbered Pool
must be comprised of at least six properties with an Unencumbered
Pool value of at least $350 million; (ii)no single asset within
the Unencumbered Pool may comprise more than 25% of availability
under the Unsecured Credit Facility; (iii)the aggregate weighted
average occupancy of the stabilized properties in the
Unencumbered Pool must remain above 85% at all times;
(iv)outstanding borrowings under the Unsecured Credit Facility
may not at any time exceed 50% of the value of the Unencumbered
Pool, subject to certain conditions; and (v)the ratio of net
operating income attributable to the Unencumbered Pool to debt
interest expense of borrowings under the Unsecured Credit
Facility must not be less than 1.40 to 1.00. The Unsecured Credit
Facility also provides for customary events of default, in
certain cases subject to customary periods to cure. Upon the
occurrence of an event of default, following the applicable cure
period, all amounts owed by the Borrower under the Unsecured
Credit Facility may become immediately due and payable. The
Borrower may also incur unused fees on a quarterly basis and in
other circumstances to the extent it has not used commitments
under the Revolving Credit Facility.
Monogram Residential OP LP, the Companys Operating Partnership
(the Operating Partnership), and certain subsidiaries of the
Borrower have guaranteed the Borrowers obligations under the
Unsecured Credit Facility.
In connection with the Unsecured Credit Facility, the Company,
through the Operating Partnership, and Monogram Residential
Master Partnership I LP (the Master Partnership), a joint
venture in which Monogram is the 1% general partner and
Stichting Depositary PGGM Private Real Estate Fund, a Dutch
foundation acting in its capacity as depositary of and for the
account and risk of PGGM Private Real Estate Fund and its
affiliates, a real estate investment vehicle for Dutch pension
funds (PGGM), is the 99% limited partner, formed the Borrower
for the purpose of owning, operating and managing, through
subsidiaries of the Borrower, each of the properties within the
Unencumbered Pool. Concurrent with the closing of the Unsecured
Credit Facility, the Operating Partnership and the Master
Partnership engaged in a series of transactions to transfer and
contribute their respective direct or indirect ownership
interests in the Unencumbered Pool properties to the Borrower.
to the terms of the limited liability company agreement of the
Borrower, the Operating Partnership, through a wholly-owned
subsidiary, will at closing hold a 55% managing member interest
and the Master Partnership will hold a 45% member interest in
the Borrower, reflecting the same aggregate membership
percentage held by the Operating Partnership and the Master
Partnership prior to the contributions.
The information set forth herein with respect to the Credit
Agreement does not purport to be complete in scope and is
qualified in its entirety by the full text of the Credit
Agreement, a copy of which is attached hereto as Exhibit10.1 to
this Current Report on Form8-K (this Current Report) and 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.
The terms of the direct financial obligations are summarized in
Item 1.01 of this Current Report and are incorporated by
reference in this Item 2.03.
Item 7.01Regulation FD
On April4, 2017, the Company issued a press release announcing
its entry into the Credit Agreement. A copy of the press
release is attached as Exhibit99.1 to this Current Report. The
information in this Item 7.01, including Exhibit99.1, is being
furnished to Item 7.01 of this Current Report and shall not be
deemed filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liabilities of that section, nor shall
the information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits:
|
ExhibitNo. |
|
Description |
|
10.01 |
Credit Agreement, dated as of March30, 2017, by and among |
|
|
99.1 |
Press Release dated April4, 2017. |
Forward Looking Statements
This Current Report on Form8-K (Current Report) contains
forward-looking statements within the meaning of federal
securities laws and regulations. These forward-looking
statements are identified by their use of terms and phrases
such as believe, expect, intend, project, anticipate, position,
and other similar terms and phrases, including references to
assumptions and forecasts of future results. Forward-looking
statements are not guarantees of future performance and involve
known and unknown risks, uncertainties and other factors which
may cause the actual results to differ materially from those
anticipated at the time the forward-looking statements are
made. These risks include, but are not limited to those risks
and uncertainties associated with our business described from
time to time in our filings with the Securities and Exchange
Commission, including our Annual Report on Form10-K for the
year ended December31, 2016. Although we believe the
expectations reflected in such forward-looking statements are
based upon reasonable assumptions, we can give no assurance
that the expectations will be attained or that any deviation
will not be material. All information in this Current Report is
as of the date of this Current Report, and we undertake no
obligation to update any forward-looking statement to conform
the statement to actual results or changes in our
expectations.
About Inc. (NASDAQ:INCR)
INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds. Inc. (NASDAQ:INCR) Recent Trading Information
Inc. (NASDAQ:INCR) closed its last trading session down -1.20 at 44.65 with 1,873,149 shares trading hands.
