TAUBMAN CENTERS, INC. (NYSE:TCO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 1, 2017, a subsidiary of Taubman Centers, Inc., The
Taubman Realty Group Limited Partnership (“TRG”), entered into an
Amended and Restated Revolving Credit and Term Loan Agreement (the
“Credit Agreement”) with JPMorgan Chase Bank, N.A., as
Administrative Agent, and the various lenders on the pages thereto.
Taubman Realty Group Limited Partnership (“TRG”), entered into an
Amended and Restated Revolving Credit and Term Loan Agreement (the
“Credit Agreement”) with JPMorgan Chase Bank, N.A., as
Administrative Agent, and the various lenders on the pages thereto.
The Credit Agreement amends and restates TRG’s existing Revolving
Credit Agreement dated February 28, 2013, as amended, in its
entirety. The Credit Agreement extends the maturity date to
February 1, 2021, with two six-month extension options at the
option of TRG subject to specified conditions therein. Under the
Credit Agreement, the revolving facility bears interest at LIBOR
plus a range based on TRGs total leverage ratio as shown in the
table below.
Credit Agreement dated February 28, 2013, as amended, in its
entirety. The Credit Agreement extends the maturity date to
February 1, 2021, with two six-month extension options at the
option of TRG subject to specified conditions therein. Under the
Credit Agreement, the revolving facility bears interest at LIBOR
plus a range based on TRGs total leverage ratio as shown in the
table below.
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Ratio Level
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Total Leverage Ratio
|
|
LIBOR Spread
|
|
Facility Fee Rate
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Level I
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40%
|
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1.15%
|
|
0.20%
|
|
Level II
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40% and 45%
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1.25%
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0.20%
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Level III
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45% and 50%
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1.30%
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0.20%
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Level IV
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50% and 55%
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1.45%
|
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0.225%
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Level V
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55%
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1.70%
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0.25%
|
As of February 1, 2017, the leverage ratio results in an interest
rate of LIBOR plus 1.45% with a 0.225% facility fee. The Credit
Agreement continues to provide for an aggregate commitment of $1.1
billion on the revolving facility which will be used for general
business purposes for TRG.
rate of LIBOR plus 1.45% with a 0.225% facility fee. The Credit
Agreement continues to provide for an aggregate commitment of $1.1
billion on the revolving facility which will be used for general
business purposes for TRG.
Also under the Credit Agreement, TRG entered into an unsecured Term
Loan Agreement (the “Term Loan Agreement”) with JPMorgan Chase
Bank, N.A., as Administrative Agent, and the various lenders on the
pages thereto. The Term Loan Agreement matures on February 1, 2022
and provides for an aggregate commitment of $300 million. The loan
proceeds of $300 million were used to repay outstanding balances on
TRG’s revolving lines of credit. Under the Term Loan Agreement,
the loan bears interest at LIBOR plus a range based on TRGs total
leverage ratio as shown in the table below.
Loan Agreement (the “Term Loan Agreement”) with JPMorgan Chase
Bank, N.A., as Administrative Agent, and the various lenders on the
pages thereto. The Term Loan Agreement matures on February 1, 2022
and provides for an aggregate commitment of $300 million. The loan
proceeds of $300 million were used to repay outstanding balances on
TRG’s revolving lines of credit. Under the Term Loan Agreement,
the loan bears interest at LIBOR plus a range based on TRGs total
leverage ratio as shown in the table below.
|
Ratio Level
|
|
Total Leverage Ratio
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|
LIBOR Spread
|
|
Level I
|
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40%
|
|
1.25%
|
|
Level II
|
|
40% and 45%
|
|
1.35%
|
|
Level III
|
|
45% and 50%
|
|
1.45%
|
|
Level IV
|
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50% and 55%
|
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1.60%
|
|
Level V
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55%
|
|
1.90%
|
As of February 1, 2017, the leverage ratio results in an interest
rate of LIBOR plus 1.60%.
rate of LIBOR plus 1.60%.
Under the Credit Agreement, TRG may request an increase in the
lenders’ revolving commitments or the establishment of one or more
term loans with a maximum aggregate increase of $600 million,
bringing the aggregate total commitment under the Credit Agreement
to $2.0 billion, subject to obtaining additional lender
commitments, customary closing conditions, and covenant compliance
for the unencumbered asset pool.
lenders’ revolving commitments or the establishment of one or more
term loans with a maximum aggregate increase of $600 million,
bringing the aggregate total commitment under the Credit Agreement
to $2.0 billion, subject to obtaining additional lender
commitments, customary closing conditions, and covenant compliance
for the unencumbered asset pool.
The entities owning Beverly Center, Dolphin Mall, The Gardens on El
Paseo, and Twelve Oaks Mall are guarantors under the Credit
Agreement and will be unencumbered assets under both credit
instruments. The Credit Agreement also contains various affirmative
and negative covenants, including financial covenants, and events
of default that are customary for these types of credit
instruments.
Paseo, and Twelve Oaks Mall are guarantors under the Credit
Agreement and will be unencumbered assets under both credit
instruments. The Credit Agreement also contains various affirmative
and negative covenants, including financial covenants, and events
of default that are customary for these types of credit
instruments.
In connection with entering into the Credit Agreement, on February
1, 2017, TRG completed a second amendment (“Amendment No. 2”) to
the $475 million unsecured Term Loan Agreement with JPMorgan Chase
Bank, N.A., as Administrative Agent, and the various lenders on the
pages thereto. Amendment No. 2 adds the entity that owns The
Gardens on El Paseo (“The Gardens on El Paseo”) as a guarantor
under the loan agreement. The Gardens on El Paseo will be an
unencumbered asset under the loan.
1, 2017, TRG completed a second amendment (“Amendment No. 2”) to
the $475 million unsecured Term Loan Agreement with JPMorgan Chase
Bank, N.A., as Administrative Agent, and the various lenders on the
pages thereto. Amendment No. 2 adds the entity that owns The
Gardens on El Paseo (“The Gardens on El Paseo”) as a guarantor
under the loan agreement. The Gardens on El Paseo will be an
unencumbered asset under the loan.
The foregoing description is qualified in its entirety by the (i)
Credit Agreement and the guaranty, copies of which are attached
hereto as Exhibits 4.1 and 4.2, respectively, and (ii) Amendment
No.2 to the $475 million unsecured Term Loan Agreement and the
related guaranty, copies of which are attached hereto as Exhibits
4.3, and 4.4, respectively, all of which are incorporated herein by
reference.
Credit Agreement and the guaranty, copies of which are attached
hereto as Exhibits 4.1 and 4.2, respectively, and (ii) Amendment
No.2 to the $475 million unsecured Term Loan Agreement and the
related guaranty, copies of which are attached hereto as Exhibits
4.3, and 4.4, respectively, all of which are incorporated herein by
reference.
Taubman Centers, Inc. issued a press release on February 7, 2017
announcing the foregoing matters, a copy of which is attached
hereto as Exhibit 99 and is incorporated herein by reference.
announcing the foregoing matters, a copy of which is attached
hereto as Exhibit 99 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.
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The disclosure set forth in Item 1.01 above is hereby incorporated
by reference.
by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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Exhibit
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Description
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4.1
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Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of February 1, 2017, by and among The Taubman Realty Group Limited Partnership and JPMorgan Chase Bank N.A., as Administrative Agent, and the various lenders and agents on the pages thereto. |
|
4.2
|
Guaranty, dated as of February 1, 2017, by and among
Dolphin Mall Associates LLC, The Gardens on El Paseo LLC, Twelve Oaks Mall, LLC, and La Cienega Partners Limited Partnership in favor of JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the lenders under the Amended and Restated Revolving Credit and Term Loan Agreement. |
|
4.3
|
Amendment No. 2 to Term Loan Agreement, dated as of
February 1, 2017, by and among The Taubman Realty Group Limited Partnership and JPMorgan Chase Bank N.A., as Administrative Agent, and the various lenders and agents on the pages thereto. |
|
4.4
|
Guaranty, dated as of February 1, 2017, by The Gardens
on El Paseo LLC in favor of JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the lenders under the Term Loan Agreement. |
|
|
Press Release, dated February 7, 2017, entitled
“Taubman Centers Announces the Amendment and Restatement of $1.1 Billion Line of Credit Including Additional $300 Million Unsecured Term Loan.” |
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Date: February 7, 2017
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TAUBMAN CENTERS, INC.
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/s/ Simon J. Leopold
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Simon J. Leopold
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Executive Vice President, Chief Financial Officer, and
Treasurer |
EXHIBIT INDEX
|
Exhibit
|
Description
|
|
|
|
|
4.1
|
Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of February 1, 2017, by and among The Taubman Realty Group Limited Partnership and JPMorgan Chase Bank N.A., as Administrative Agent, and the various lenders and agents on the pages thereto. |
|
4.2
|
Guaranty, dated as of February 1, 2017, by and among
Dolphin Mall Associates LLC, The Gardens on El Paseo LLC, Twelve Oaks Mall, LLC, and La Cienega Partners Limited Partnership in favor of JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the lenders under the Amended and Restated Revolving Credit and Term Loan Agreement. |
|
4.3
|
Amendment No. 2 to Term Loan Agreement, dated as of
February 1, 2017, by and among The Taubman Realty Group Limited Partnership and JPMorgan Chase Bank N.A., as Administrative Agent, and the various lenders and agents on the |
About TAUBMAN CENTERS, INC. (NYSE:TCO)
Taubman Centers, Inc. is a self-administered and self-managed real estate investment trust (REIT). The Company’s segment is focused on owning, developing and managing regional shopping centers. The Taubman Realty Group Limited Partnership (TRG) is a partnership subsidiary of the Company that owns direct or indirect interests in all of its real estate properties. The Company’s portfolio of operating centers consists of approximately 19 urban and suburban shopping centers in over 10 states and Puerto Rico. The consolidated businesses consist of shopping centers and entities that are controlled by ownership or contractual agreements, The Taubman Company LLC (Manager), and Taubman Properties Asia LLC and its subsidiaries (Taubman Asia). Its centers are located in metropolitan areas, in communities, including Denver, Detroit, Los Angeles, Miami, Nashville, New York City, Orlando, Salt Lake City, San Francisco, San Juan, Sarasota, St. Louis, Tampa, and Washington, D.C. TAUBMAN CENTERS, INC. (NYSE:TCO) Recent Trading Information
TAUBMAN CENTERS, INC. (NYSE:TCO) closed its last trading session down -0.93 at 69.76 with 169,493 shares trading hands.