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Revolving Credit Agreements
6 Months Ended
Jun. 30, 2021
Revolving Credit Agreements  
Revolving Credit Agreements

6.     Revolving Credit Agreements

Subsequent to the end of the 2021 second quarter, on August 5, 2021, INDUS, as parent guarantor, INDUS RT, LP, as borrower, certain subsidiaries of INDUS RT, LP as guarantors, JPMorgan Chase Bank, N.A. (“JPMorgan”) as Administrative Agent, Joint Lead Arranger and Joint Bookrunner, CITIBANK, N.A. as Joint Lead Arranger, Joint Bookrunner and Syndication Agent and the other parties thereto entered into an agreement for a new secured revolving credit facility of up to $100,000 (the “New Credit Facility”) with several banks that replaced the Company’s existing revolving credit line and acquisition credit line with Webster Bank, N.A. (“Webster Bank”) (see below). The New Credit Facility has a three year term with two one-year extensions at the Company’s option. The New Credit Facility also includes an uncommitted incremental facility, which would enable the New Credit Facility to be increased up to $250,000 in the aggregate. Borrowings under the New Credit Facility will bear interest subject to a pricing grid for changes in the Company’s total leverage.  Based on the Company’s current leverage, the initial annual interest rate under the New Credit Facility is the one-month LIBOR plus 1.20% compared to a rate of one-month LIBOR plus 2.50% and one-month LIBOR plus 2.75% under its current revolving credit line and acquisition credit line, respectively, with Webster Bank immediately prior to entering into the New Credit Facility. In the event that JPMorgan determines that LIBOR is no longer available, the New Credit Facility contemplates that JPMorgan shall transition to a comparable rate of interest to the LIBOR rate. Under the terms of the New Credit Facility, INDUS must maintain: (i) a consolidated tangible net worth of 75% of the consolidated tangible net worth as of the last day of the most-recent fiscal quarter ending on or prior to the closing date plus 75% of the aggregate increases in stockholders’ equity of the Company by reason of issuance or sale of equity of the Company; (ii) a fixed charge coverage ratio of (a) 1.25 to 1.0 through March 31, 2022, and (b) 1.50 to 1.0 on and after June 30, 2022; (iii) a maximum leverage ratio of total indebtedness to total assets of less than 60% on the last day of any fiscal quarter; (iv) a maximum secured leverage ratio of total secured indebtedness to total asset value of (a) 50% through December 31, 2022, and (b) 40% on and after March 31, 2023; (v) a minimum borrowing base of (a) $30,000 through December 30, 2022, (b) $50,000 from December 31, 2022 through December 30, 2023, and (c) $100,000 on and after December 31, 2023; and (vi) a minimum of (a) five industrial unencumbered properties from June 30, 2021 through December 30, 2023, and (b) eight industrial unencumbered properties on and after December 31, 2023.

On March 17, 2021, INDUS executed an amendment (the “Revolving Credit Line Amendment”) to its $19,500 revolving credit line (the “Webster Credit Line” and, as amended by the Revolving Credit Line Amendment, the “Amended Webster Credit Line”) with Webster Bank that was scheduled to expire on September 30, 2021. The Revolving Credit Line Amendment increased the amount of the Amended Webster Credit Line from $19,500 to $35,000, while adding two industrial/logistics buildings totaling approximately 283,000 square feet in the Charlotte, North Carolina area, to the collateral for the Amended Webster Credit Line. Interest on borrowings under the Amended Webster Credit Line remained the same at the one-month LIBOR rate plus 2.50%. In addition to the two industrial/logistics properties in the Charlotte area, the collateral pool for the Amended Webster Credit Line consisted of

the Company’s eight office/flex buildings aggregating approximately 224,000 square feet and two industrial/logistics buildings aggregating approximately 50,000 square feet in Connecticut and 170 Sunport Lane, an approximately 68,000 square foot industrial/logistics building in Orlando, Florida, acquired in fiscal 2020. At June 30, 2021, there were no borrowings outstanding under the Amended Webster Credit Line, however, the Amended Webster Credit Line secured certain unused standby letters of credit aggregating $3,097 that were related to INDUS's development activities. The Amended Webster Credit Line was replaced by the New Credit Facility (see above).

INDUS also had a credit line of $15,000 with Webster Bank that was used to finance property acquisitions (the “Acquisition Credit Line”). The Acquisition Credit Line was unsecured and scheduled to expire on September 30, 2021 and could have been used to fund up to 65% of the purchase price of real estate acquisitions. Interest on advances under the Acquisition Credit Line were at the one-month LIBOR rate plus 2.75%. At June 30, 2021, there were no borrowings outstanding under the Acquisition Credit Line. The Acquisition Credit Line was replaced by the New Credit Facility (see above).