FEDERAL REAL ESTATE INVESTMENT TRUST: Entering into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and supporting documents (Form 8-K)

Item 1.01. Entry into the material definitive agreement.

Modification and update of the credit agreement

On October 5, 2022, SC Federal Buildings OP (the “Partnership”) has entered into a second amended and restated credit agreement (the “New Credit Agreement”), by and between the Partnership, as borrower, the financial institutions parties thereto and their authorized assignees, as lenders, Wells Fargo Bank, National Associationas Administrative Agent (the “Credit Agreement Administrative Agent”), and the other parties thereto.

The New Credit Agreement replaces this Amended and Restated Credit Agreement dated July 25, 2019 (the “Old Credit Agreement”), by and between the Partnership, as borrower, and the financial institutions parties thereto. The old credit agreement consisted of a $1.0 billion unsecured revolving credit facility (the “Old Facility”) with a maturity date of January 19, 2024. From
June 30, 2022the old installation had no outstanding balances.

The new credit agreement consists of a $1.25 billion unsecured revolving credit facility (the “New Facility”) with a maturity date of April 5, 2027, subject to two six-month extensions at the option of the Partnership. The New Credit Agreement transitioned the interest rate provisions under the Old Credit Agreement from LIBOR to the Secured Overnight Funding Rate, determined as provided therein (“SOFR”). ). The New Facility generally bears interest, at the option of the Partnership, at a rate based on (i) SOFR plus 0.10%, or (ii) a base rate (as defined), in each case plus an applicable margin which depends on the credit rating of the Partnership. Applicable margins for SOFR loans under the new credit agreement range from 70 basis points to 140 basis points, and applicable margins for base rate loans under the new credit agreement range from 0 basis points basis to 40 basis points. Initially, the margin applicable to SOFR loans will be 77.5 basis points. Under an accordion agreement, the Partnership has the ability to extend borrowing capacity under the new facility up to
$1.75 billion.

The New Credit Agreement provides that it may be amended by the Partnership and the Lenders to establish key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) objectives of the Partnership and its subsidiaries, or to establish external ESG rating targets, all to be developed by the Partnership in consultation with PNC Capital Markets LLC acting as a structuring agent of sustainability. After such amendment becomes effective, based on the Partnership’s performance against such KPIs or its achievement of such ESG ratings, the applicable margin and/or letter of credit fees may be reduced by up to to 4.0 basis points, and/or the applicable facility fee may be reduced by up to 1.0 basis point.

The New Credit Agreement contains a number of restrictions on the activities of the Partnership that are similar to the restrictions contained in the Old Credit Agreement, including, but not limited to, restrictions on the ability of the limited partnership from incurring debt, making investments, incurring liens, engaging in certain affiliated transactions and engaging in major transactions such as mergers. In addition, the Partnership is subject to various financial safeguard covenants, including, but not limited to, a minimum fixed charge coverage ratio, a maximum secured indebtedness ratio and an unsecured indebtedness ratio. minimum encumbered. The New Credit Agreement also contains positive covenants and events of default, including, but not limited to, cross default of the Partnership’s other indebtedness and the occurrence of a change of control. The Partnership’s failure to comply with these covenants, or the occurrence of an event of default, could result in the acceleration of the Partnership’s indebtedness and other financial obligations under the New credit.

The foregoing does not constitute a complete summary of the terms and conditions
of the New Credit Agreement, which is attached hereto as Exhibit 10.1, or of the
Old Credit Agreement, which was included as Exhibit 10.27 to the Partnership's
Annual Report on
Form 10-K filed
with the Securities and Exchange Commission on February 10, 2022. The
descriptions contained herein of the terms and conditions of the New Credit
Agreement and Old Credit Agreement are qualified in their entirety by reference
to the New Credit Agreement and Old Credit Agreement, respectively.

Modification of Term Loan Agreement

On October 5, 2022the Partnership has entered into the Third Amendment (the “Amendment”) to its Term Loan Agreement, dated May 6, 2020between the Company, as Borrower, the financial institutions parties thereto and their authorized assignees, as Lenders, PNC Bank, National Association, as Administrative Agent, and the other parties thereto (as amended, the “Term Loan Agreement”). As part of the amendment, the Partnership borrowed an additional amount $300 million under the term loan agreement. Consequently, from
October 5, 2022 the principal amount outstanding under the term loan agreement was $600 million. As amended by the Amendment, the Term Loan Agreement does not have any other accordion feature.

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The Amendment also changed the definitions of interest rates and other terms of the Term Loan Agreement to be similar to those used in the New Credit Agreement, as described above. The margins applicable under the term loan agreement depend on the credit rating of the Partnership and, for SOFR loans, vary from 75 basis points to 165 basis points and, for base rate loans, vary from 0 basis point to 65 basis points. From October 5, 2022the principal balance outstanding under the term loan agreement bears interest at a rate of approximately 4.05%.

The maturity date under the term loan agreement remains April 16, 2024
notwithstanding the amendment. The Partnership has the right, exercisable twice, to extend the Maturity Date by twelve months.

The above summary of the Amendment is not a complete description and is qualified in its entirety by reference to the terms and conditions of the Amendment, which is filed herewith as Exhibit 10.2.

Affiliates of certain lenders under the New Credit Agreement and the Term Loan Agreement have served, and may serve in the future, as underwriters in public offerings of shares and of debt securities by Federal Real Estate Investment Trust (the “Parent Company”) and/or the Limited Partnership, and an Affiliate of the Credit Agreement Administrative Agent serves as agent and/or principal under a Share Distribution Agreement as part of the parent company’s “market” share program. In addition, the affiliates of certain lenders under the New Credit Agreement and the Term Loan Agreement have provided from time to time, and may provide in the future, investment, commercial banking and financial advisory services to the parent, limited partnership or their affiliates in the ordinary course of business for which they have received and may continue to receive customary fees and commissions.

Item 1.02. Termination of a Material Definitive Agreement.

The disclosure required by this Section 1.02 is included in Section 1.01 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or Bond

           an Off-Balance Sheet
           Arrangement of a Registrant.


The disclosure required by this Section 2.03 is included in Section 1.01 and incorporated herein by reference.

Section 9.01. Financial statements and supporting documents.

(d) Exhibits

10.1      Second Amended and Restated Credit Agreement, dated as of October 5,
        2022, by and among the Partnership, the financial institutions party
        thereto, as Lenders, Wells Fargo Bank, National Association, as
        Administrative Agent, and the other parties thereto.

10.2      Third Amendment to Term Loan Agreement, dated as of October 5, 2022, by
        and among the Partnership, the Lenders, the New Lenders (as each such term
        is defined therein) and PNC Bank, National Association, as Administrative
        Agent.

104     Cover Page Interactive Data File (the Cover Page Interactive Data File is
        embedded within the Inline XBRL document)

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