RETAIL OPPORTUNITY INVESTMENTS CORP. (NASDAQ:ROIC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
The information set forth in Item 2.03 is incorporated herein by
reference.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Unsecured Revolving Credit Facility
On September 8, 2017, Retail Opportunity Investments Corp. (the
Company), as the parent guarantor, and Retail Opportunity
Investments Partnership, LP (the Operating Partnership),
the operating partnership subsidiary of the Company, as the
borrower, entered into a Second Amended and Restated Credit
Agreement (the Credit Agreement Amendment) with KeyBank
National Association, as Administrative Agent (the
Administrative Agent), Swing Line Lender and L/C Issuer,
PNC Bank National Association and U.S. Bank National Association,
as Co-Syndication Agents and the other lenders party thereto (the
lenders).
to the Credit Agreement Amendment, the lenders agreed to, among
other things, (i)increase the aggregate commitments under the
First Amended and Restated Credit Agreement dated as of August29,
2012, as amended (the Credit Agreement), to $600 million
and increase the possible additional commitments thereunder to an
additional $600 million; and (ii)extend the initial maturity date
of the Credit Agreement to September, 2021, subject to two
six-month extension options, which may be exercised by the
Operating Partnership upon satisfaction of certain conditions,
including payment of extension fees.
The Credit Agreement Amendment also contained certain
modifications to the covenants contained in the Credit Agreement,
including the removal of affirmative and negative covenants
limiting investments, burdensome agreements, prepayments of
indebtedness and stock repurchases. Additionally, the Credit
Agreement Amendment removed the following financial covenants:
(i) the limitation on minimum consolidated tangible net worth;
(ii) the limitation on consolidated unencumbered interest
coverage ratio; and (iii) the limitation on consolidated secured
recourse indebtedness. Other financial covenants were amended as
follows: (i) the previous covenant limiting quarterly
distributions was replaced with a limitation on Restricted
Payments (as defined in the Credit Agreement Amendment) by the
Operating Partnership or its subsidiaries after the occurrence
and during the continuance of any event of default, subject to
certain exceptions, including payments required to maintain the
Companys REIT status; (ii) permitting up to three elections by
the Operating Partnership to allow the Companys consolidated
leverage ratio (expressed as a percentage) to be as high as 65%
for a period of up to two consecutive fiscal quarters immediately
following a Material Acquisition (as defined in the Credit
Agreement Amendment); and (iii)permitting up to three elections
by the Operating Partnership to allow the Companys consolidated
unencumbered leverage ratio (expressed as a percentage) to be as
high as 65% for a period of up to two consecutive fiscal quarters
immediately following a Material Acquisition (as defined in the
Credit Agreement Amendment).
The foregoing description of the Credit Agreement Amendment is
qualified in its entirety by reference to the text of such
agreement attached as Exhibit 10.1 to this Current Report on Form
8-K and incorporated herein by reference.
Term Loan Facility
On September 8, 2017, the Company, as the Parent Guarantor, and
the Operating Partnership, as the Borrower, entered into a First
Amended and Restated Term Loan Agreement (the Term Loan
Agreement Amendment) with KeyBank National Association, as
Administrative Agent, BMO Capital Markets and Regions Bank, as
Co-Syndication Agents, Capital One, National Association, as
Documentation Agent, and the other lenders party thereto.
to the Term Loan Agreement Amendment, the lenders agreed to,
among other things, extend the maturity date of the Term Loan
Agreement, dated as of September 29, 2015, as amended (the
Term Loan Agreement), to September, 2022, while
maintaining the current aggregate commitments under the Term Loan
Agreement of $300 million and the possible additional commitments
of $200 million.
The Term Loan Agreement Amendment also contained certain
modifications to the covenants contained in the Term Loan
Agreement, including the removal of affirmative and negative
covenants limiting investments, burdensome agreements,
prepayments of indebtedness and stock repurchases. Additionally,
the Term Loan Agreement Amendment removed the following financial
covenants: (i) the limitation on minimum consolidated tangible
net worth; (ii) the limitation on consolidated unencumbered
interest coverage ratio; and (iii) the limitation on consolidated
secured recourse indebtedness. Other financial covenants were
amended as follows: (i) the previous covenant limiting quarterly
distributions was replaced with a limitation on Restricted
Payments (as defined in the Term Loan Agreement Amendment) by the
Operating Partnership or its subsidiaries after the occurrence
and during the continuance of any event of default, subject to
certain exceptions, including payments required to maintain the
Companys REIT status; (ii) permitting up to three elections by
the Operating Partnership to allow the Companys consolidated
leverage ratio (expressed as a percentage) to be as high as 65%
for a period of up to two consecutive fiscal quarters immediately
following a Material Acquisition (as defined in the Term Loan
Agreement Amendment); and (iii)permitting up to three elections
by the Operating Partnership to allow the Companys consolidated
unencumbered leverage ratio (expressed as a percentage) to be as
high as 65% for a period of up to two consecutive fiscal quarters
immediately following a Material Acquisition (as defined in the
Term Loan Agreement Amendment).
The foregoing description of the Term Loan Agreement Amendment is
qualified in its entirety by reference to the text of such
agreement attached as Exhibits 10.2 to this Current Report on
Form 8-K and incorporated herein by reference.
(d) Exhibits.
| 10.1 |
Second Amended and Restated Credit Agreement, dated as of September 8, 2017, by and among Retail Opportunity Investments Corp., as the guarantor, and Retail Opportunity Investments Partnership, LP, as the borrower, KeyBank National Association, as Administrative Agent, Swing Line Lender and L/C Issuer, PNC Bank National Association and U.S. Bank National Association, as Co-Syndication Agents and the other lenders party thereto. |
| 10.2 |
Amended and Restated Term Loan Agreement, dated as of September 29, 2015, by and among Retail Opportunity Investments Corp., as the Parent Guarantor, Retail Opportunity Investments Partnership, LP, as the Borrower, KeyBank National Association, as Administrative Agent, BMO Capital Markets and Regions Bank, as Co-Syndication Agents, Capital One, National Association, as Documentation Agent, and the other lenders party thereto. |
RETAIL OPPORTUNITY INVESTMENTS CORP ExhibitEX-10.1 2 exh_101.htm EXHIBIT 10.1 Exhibit 10.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 8,…To view the full exhibit click here
About RETAIL OPPORTUNITY INVESTMENTS CORP. (NASDAQ:ROIC)
Retail Opportunity Investments Corp. is an integrated, self-managed real estate investment trust (REIT). The Company’s primary business is the ownership, management and redevelopment of retail real estate properties. The Company specializes in the acquisition, ownership and management of necessity-based community and neighborhood shopping centers on the west coast of the United States, anchored by supermarkets and drugstores. Its portfolio consists of approximately 70 retail properties totaling over 8.6 million square feet of gross leasable area (GLA). It focuses on leasing to retailers that provide necessity-based, non-discretionary goods and services, catering to the basic and daily needs of the surrounding community. Its properties include Paramount Plaza, Santa Ana Downtown Plaza, Claremont Promenade, Sycamore Creek, Desert Springs Marketplace, Glendora Shopping Center, Cypress Center West, Harbor Place Center, Diamond Hills Plaza and Five Points Plaza, Peninsula Marketplace.