RETAIL OPPORTUNITY INVESTMENTS CORP. (NASDAQ:ROIC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
The information set forth in Item 2.03 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. |
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 Company’s REIT status; (ii) permitting up to three elections by the Operating Partnership to allow the Company’s 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 Company’s 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 Company’s REIT status; (ii) permitting up to three elections by the Operating Partnership to allow the Company’s 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 Company’s 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 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.
