New Senior Investment Group Inc. (NYSE:SNR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
As previously disclosed, on May9, 2018, New Senior Investment Group Inc. (the “Company”), through certain of its wholly owned subsidiaries, as landlords (collectively, the “Landlords”), and certain affiliates of Holiday Retirement (“Holiday”), as tenants (collectively, the “Tenants”), entered into a Lease Termination Agreement (the “Lease Termination Agreement”) with respect to two triple net leases, each dated December23, 2013 (collectively, the “Master Leases”), relating to 51 independent living senior housing facilities owned by the Company (the “Holiday Portfolio”). to the Lease Termination Agreement, the parties agreed to terminate the Master Leases upon the satisfaction of certain conditions, including a condition that the Company refinance the Holiday Portfolio on or before May21, 2018.
On May14, 2018, certain wholly owned subsidiaries of the Company, as borrowers (collectively, the “Borrowers”), entered into a one-year term loan with JPMorgan Chase Bank, National Association (“Lender”) in the original principal amount of $720million (the “Loan” and the agreements evidencing the same, the “Loan Documents”), including (i)a mortgage loan in the original principal amount of $625million (the “Mortgage Loan”), which is secured by the Holiday Portfolio and (ii)a mezzanine loan in the original principal amount of $95million, which is secured by a pledge of the equity interests of the Borrowers of the Mortgage Loan.
The Loan bears interest at a rate per annum equal to the sum of (i)LIBOR and (ii) 4.0% through the sixth monthly payment date, 4.5% after the sixth monthly payment date and 5.0% after the ninth monthly payment date. The Loan is subject to a 0.75% origination fee and certain exit fees payable to the originating Lender for prepayment under certain circumstances. The Loan Documents contain customary representations, warranties and covenants, including, but not limited to, a requirement that the Borrowers maintain a minimum debt yield ratio throughout the term of the Loan. In addition, the Loan Documents include customary events of default for financings of this type (with customary grace periods, as applicable).
to the Loan Documents, the Company has guaranteed certain of the Borrowers’ obligations, including repayment of up to $50million of the principal amount of the Loan. to such guaranty, the Company is required to maintain a minimum net worth of $150million and liquidity of at least $15million.
On May14, 2018, the Company used the funds from the Loan to prepay all amounts due and owing under the loan facilities entered into on December23, 2013 by and between wholly owned subsidiaries of the Company, as borrowers, and GS Commercial Real Estate LP, as lender, which were secured by the Holiday Portfolio. The Company incurred prepayment fees and expenses of approximately $62million.
On May14, 2018, all of the conditions to the effectiveness of the termination of the Master Leases were satisfied. Accordingly, to the Lease Termination Agreement, (i)the Tenants paid to the Landlords a fee of $70million and forfeited to the Landlords security deposits in the aggregate amount of approximately $46million, (ii)the Master Leases were terminated, and (iii)the parties entered into a property management agreement for each facility in the Holiday Portfolio, which continues to be owned by the Company, to which Holiday will manage the Holiday Portfolio.
The foregoing description of the Loan Documents and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Loan Documents, copies of which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.
| Item 1.01 | Termination of a Material Definitive Agreement. |
The information set forth above in Item 1.01 is 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 above in Item 1.01 is incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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ExhibitNo. |
Description |
| 10.1 | Loan Agreement, dated as of May14, 2018, by and among the entities listed on Schedule 1-A thereto, as borrower, and Lender |
| 10.2 | Mezzanine Loan Agreement, dated as of May14, 2018, by and among NIC 12 Owner LLC and NIC 13 Owner LLC, as borrower, and Lender |
New Senior Investment Group Inc. ExhibitEX-10.1 2 d589426dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 LOAN AGREEMENT Dated as of May 14,…To view the full exhibit click here
About New Senior Investment Group Inc. (NYSE:SNR)
New Senior Investment Group Inc. is a real estate investment trust (REIT) with a diversified portfolio of senior housing properties located across the United States. The Company conducts its business through two segments: Managed Properties and Triple Net Lease Properties. Under its Managed Properties segment, the Company operates approximately 100 properties under property management agreements with the Property Managers. Under its Triple Net Lease Properties segment, the Company leases over 60 of its properties under approximately four triple net master leases. The Managed Properties consist of over 50 independent living facilities (IL-only) and approximately 40 properties with a combination of assisted living/memory care (AL/MC) facilities. The Triple Net Lease Properties consist of over 50 IL-only properties, approximately five rental continuing care retirement communities (CCRC) properties and over one AL/MC property.
