Whitestone REIT (NYSE:WSR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On January 31, 2019, Whitestone REIT (the “Company”), through its operating partnership, Whitestone REIT Operating Partnership, L.P. (the “Operating Partnership”), entered into an unsecured credit facility (the “2019 Facility”) with the lenders party thereto, Bank of Montreal, as administrative agent (the “Agent”), SunTrust Robinson Humphrey, as syndication agent, and BMO Capital Markets Corp., U.S. Bank National Association, SunTrust Robinson Humphrey and Regions Capital Markets, as co-lead arrangers and joint book runners. The 2019 Facility amended and restated the Company’s previous unsecured revolving credit facility, dated November 7, 2014, as amended on October 30, 2015 and December 8, 2016.
The 2019 Facility is comprised of the following three tranches:
maximum total indebtedness to total asset value ratio of 0.60 to 1.00;
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maximum secured debt to total asset value ratio of 0.40 to 1.00; |
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minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges ratio of 1.50 to 1.00; |
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maximum other recourse debt to total asset value ratio of 0.15 to 1.00; and |
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maintenance of a minimum tangible net worth of $372 million plus 75% of the net proceeds from additional equity offerings. |
The 2019 Facility also contains customary events of default with customary notice and cure, including, without limitation, nonpayment, breach of covenant, misrepresentation of representations and warranties in a material respect, cross-default to other major indebtedness, change of control, bankruptcy and loss of REIT tax status. If an event of default occurs and is continuing under the 2019 Facility, the lenders may, among other things, terminate their commitments under the 2019 Facility and require the immediate payment of all amounts owed thereunder.
The 2019 Facility includes an accordion feature that will allow the Operating Partnership to increase the borrowing capacity by$200.0 million, upon the satisfaction of certain conditions. The Company used $446,200,000 of proceeds from the 2019 Facility to repay amounts outstanding under its previous unsecured revolving credit facility and intends to use the remaining proceeds from the 2019 Facility for general corporate purposes, including property acquisitions, debt repayment, capital expenditures, the expansion, redevelopment and re-tenanting of properties in its portfolio and working capital.
The foregoing description of the 2019 Facility does not purport to be complete and is qualified in its entirety by the terms of the 2019 Facility, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and 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.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit No. |
Description |
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Second Amended and Restated Credit Agreement, dated as of January 31, 2019, among Whitestone REIT Operating Partnership, L.P., Whitestone REIT, et al., as guarantors, the lenders party thereto, and Bank of Montreal, as Administrative Agent.
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Press release of Whitestone REIT, dated February 6, 2019.
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Whitestone REIT Exhibit
EX-10.1 2 exhibit1012ndarcreditagree.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 31,…
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About Whitestone REIT (NYSE:WSR)
Whitestone REIT is a real estate investment trust. The Company owns, manages and redevelops retail properties, which are referred to as Community Centered Properties. As of June 30, 2016, the Company owned and operated 69 commercial properties consisting of 47 retail properties containing approximately 4.1 million square feet of gross leasable area; four office properties containing approximately 0.5 million square feet of gross leasable area, and 10 office/flex properties containing approximately 1.1 million square feet of gross leasable area. As of June 30, 2016, its redevelopment portfolio included two retail properties containing approximately 0.1 million square feet of gross leasable area and six parcels of land held for future development. The Company’s properties include Gilbert Tuscany Village property, Quinlan Crossing, Davenport Village and City View Village. Its properties are principally located in Austin, Dallas-Fort Worth, Houston, San Antonio and Phoenix.
