NorthStar Realty Europe Corp. (NYSE:NRE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On April 6, 2017, NorthStar Realty Europe Corp. (NRE), as parent
guarantor, amended and restated the senior secured revolving
credit facility (as amended and restated, the Credit Agreement),
originally dated as of May 10, 2016, with NorthStar Realty Europe
Limited Partnership, as borrower (the Borrower), Merrill Lynch,
Pierce, Fenner Smith Incorporated as sole lead arranger and
bookrunner and Bank of America, N.A. (Bank of America) as
administrative agent and a lender providing for a revolving loan
facility (the Loan Facility) with total Lender commitments of $35
million and with an initial two year term. The Loan Facility as
amended no longer contains a limitation on availability based on
a borrowing base and the full amount of lender commitments may be
drawn, subject to compliance with customary covenants. The
proceeds of the Loan Facility may be used for general corporate
and working capital purposes.
guarantor, amended and restated the senior secured revolving
credit facility (as amended and restated, the Credit Agreement),
originally dated as of May 10, 2016, with NorthStar Realty Europe
Limited Partnership, as borrower (the Borrower), Merrill Lynch,
Pierce, Fenner Smith Incorporated as sole lead arranger and
bookrunner and Bank of America, N.A. (Bank of America) as
administrative agent and a lender providing for a revolving loan
facility (the Loan Facility) with total Lender commitments of $35
million and with an initial two year term. The Loan Facility as
amended no longer contains a limitation on availability based on
a borrowing base and the full amount of lender commitments may be
drawn, subject to compliance with customary covenants. The
proceeds of the Loan Facility may be used for general corporate
and working capital purposes.
Eurocurrency Loans under the Loan Facility accrue interest at a
rate per annum equal to LIBOR plus a margin of 2.75%, provided
during the continuance of an Event of Default, the margin
increases by 2.00%. The commitments under the Loan Facility
terminate on April 6, 2019 subject to a one year extension at the
Borrowers option. The Credit Agreement includes an uncommitted
accordion feature where facility amount may be increased up to an
aggregate amount of $70 million after giving effect to such
increase. The Credit Agreement also features a letter of credit
facility where up to $15 million of the Loan Facility will be
available for the issuance of standby letters of credit with Bank
of America being the issuing bank. Additionally, the Credit
Agreement allows the Borrower to borrower swing line loans
provided by Bank of America of up to $15 million. All swing line
loans will be Base Rate loans and bear interest accordingly.
Loans and letters of credit under the Loan Facility will be
available in U.S. Dollars, Euros, Pounds Sterling and Swiss
Francs, provided that Swing Line loans will be made available
only in U.S. Dollars.
rate per annum equal to LIBOR plus a margin of 2.75%, provided
during the continuance of an Event of Default, the margin
increases by 2.00%. The commitments under the Loan Facility
terminate on April 6, 2019 subject to a one year extension at the
Borrowers option. The Credit Agreement includes an uncommitted
accordion feature where facility amount may be increased up to an
aggregate amount of $70 million after giving effect to such
increase. The Credit Agreement also features a letter of credit
facility where up to $15 million of the Loan Facility will be
available for the issuance of standby letters of credit with Bank
of America being the issuing bank. Additionally, the Credit
Agreement allows the Borrower to borrower swing line loans
provided by Bank of America of up to $15 million. All swing line
loans will be Base Rate loans and bear interest accordingly.
Loans and letters of credit under the Loan Facility will be
available in U.S. Dollars, Euros, Pounds Sterling and Swiss
Francs, provided that Swing Line loans will be made available
only in U.S. Dollars.
The Borrowers obligations under the Credit Agreement are
guaranteed by NRE and certain subsidiaries of NRE to one or more
subsidiary guaranty agreements and secured by pledges of equity
and intercompany receivables from certain subsidiaries of NRE.
guaranteed by NRE and certain subsidiaries of NRE to one or more
subsidiary guaranty agreements and secured by pledges of equity
and intercompany receivables from certain subsidiaries of NRE.
The Credit Agreement requires the Borrower to pay a fee on any
unused commitments at a rate equal to 0.50% per annum if the
facility usage is less than 50% or 0.35% per annum if the
facility usage is 50% or more.
unused commitments at a rate equal to 0.50% per annum if the
facility usage is less than 50% or 0.35% per annum if the
facility usage is 50% or more.
The Credit Agreement includes customary affirmative and negative
covenants including among other things financial reporting
obligations and limitations on the incurrence of recourse
indebtedness, variable rate indebtedness, restricted payments as
well as a financial covenants, including maximum consolidated
leverage ratio, minimum fixed charge coverage ratio and minimum
tangible net worth. The Credit Agreement also includes customary
events of default including among other things failure to make
payments when due, breach of covenants or representations, cross
default to material indebtedness, material judgments, bankruptcy
matters, loss of REIT status and change of control events. The
occurrence of an event of default may result in termination of
the commitments under the Loan Facility, acceleration of
repayment obligations and exercise of remedies by the Lenders
with respect to the guarantees and collateral security.
covenants including among other things financial reporting
obligations and limitations on the incurrence of recourse
indebtedness, variable rate indebtedness, restricted payments as
well as a financial covenants, including maximum consolidated
leverage ratio, minimum fixed charge coverage ratio and minimum
tangible net worth. The Credit Agreement also includes customary
events of default including among other things failure to make
payments when due, breach of covenants or representations, cross
default to material indebtedness, material judgments, bankruptcy
matters, loss of REIT status and change of control events. The
occurrence of an event of default may result in termination of
the commitments under the Loan Facility, acceleration of
repayment obligations and exercise of remedies by the Lenders
with respect to the guarantees and collateral security.
The foregoing description of the Credit Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the agreement which is filed as
Exhibit 10.1 hereto and incorporated by reference herein.
purport to be complete and is qualified in its entirety by
reference to the full text of the agreement which is filed as
Exhibit 10.1 hereto and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information included in Item 1.01 above related to the Credit
Agreement is incorporated by reference into this Item 2.03.
Agreement is incorporated by reference into this Item 2.03.
Cautionary Statement Regarding Forward-Looking Statements
Certain items in this Current Report on Form 8-K may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, which can be identified
by words like may and similar expressions. These statements are
based on managements current expectations and beliefs and are
subject to a number of trends and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements; NRE can give no assurance that its
expectations will be attained. Forward-looking statements are
necessarily speculative in nature, and it can be expected that
some or all of the assumptions underlying any forward-looking
statements will not materialize or will vary significantly from
actual results. Variations of assumptions and results may be
material. The following factors, among others, could cause actual
results to differ from those set forth in the forward-looking
statements: the timing and amount of borrowings under the Credit
Agreement; NREs ability to comply with the various affirmative
and negative covenants, including the financial covenants,
contained in the Credit Agreement; the NREs use of leverage; NREs
liquidity; NREs future cash available for distribution. NRE does
not guarantee that the assumptions underlying such
forward-looking statements are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, which can be identified
by words like may and similar expressions. These statements are
based on managements current expectations and beliefs and are
subject to a number of trends and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements; NRE can give no assurance that its
expectations will be attained. Forward-looking statements are
necessarily speculative in nature, and it can be expected that
some or all of the assumptions underlying any forward-looking
statements will not materialize or will vary significantly from
actual results. Variations of assumptions and results may be
material. The following factors, among others, could cause actual
results to differ from those set forth in the forward-looking
statements: the timing and amount of borrowings under the Credit
Agreement; NREs ability to comply with the various affirmative
and negative covenants, including the financial covenants,
contained in the Credit Agreement; the NREs use of leverage; NREs
liquidity; NREs future cash available for distribution. NRE does
not guarantee that the assumptions underlying such
forward-looking statements are
free from errors. Additional factors that could cause actual
results to differ materially from those in the forward-looking
statements are specified in NREs Annual Report on Form 10-K for
the year ended December 31, 2016, and its other filings with the
Securities and Exchange Commission. Such forward-looking
statements speak only as of the date of this Current Report on
Form 8-K. NRE expressly disclaims any obligation to release
publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in its
expectations with regard thereto or change in events, conditions
or circumstances on which any statement is based.
results to differ materially from those in the forward-looking
statements are specified in NREs Annual Report on Form 10-K for
the year ended December 31, 2016, and its other filings with the
Securities and Exchange Commission. Such forward-looking
statements speak only as of the date of this Current Report on
Form 8-K. NRE expressly disclaims any obligation to release
publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in its
expectations with regard thereto or change in events, conditions
or circumstances on which any statement is based.
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Item 9.01.
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Financial Statements and Exhibits
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(d)
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Exhibits.
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The following exhibits are furnished as part of this report:
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Exhibit No.
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Description
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10.1
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Amended and Restated Credit Agreement, dated as of
April 6, 2017, by and among NorthStar Realty Europe Limited Partnership, as borrower, NorthStar Realty Europe Corp., as guarantor, Merrill Lynch, Pierce, Fenner Smith Incorporated as sole lead arranger and bookrunner and Bank of America, N.A. as administrative agent and the other commercial bank lenders thereto |
About NorthStar Realty Europe Corp. (NYSE:NRE)
NorthStar Realty Europe Corp. is a real estate investment trust. The Company is a European focused commercial real estate company with primary office properties in cities within Germany, the United Kingdom and France. Its objective is to provide its stockholders with stable and recurring cash flow supplemented by capital growth over time. The Company conducts its business through two segments: Real Estate and Corporate. The Real Estate segment includes its European commercial real estate business, which is primarily focused on office properties. The Corporate segment includes corporate level interest expense, management fee, and general and administrative expenses. Its portfolio consists of approximately 48 properties and approximately 495,588 square meters of rentable space, located in various European markets, including Frankfurt, Hamburg, Berlin, London, Paris, Amsterdam, Milan, Brussels and Madrid. It is managed and advised by an affiliate of NorthStar Asset Management Group Inc. NorthStar Realty Europe Corp. (NYSE:NRE) Recent Trading Information
NorthStar Realty Europe Corp. (NYSE:NRE) closed its last trading session up +0.07 at 11.32 with 367,567 shares trading hands.
