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REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS
9 Months Ended
Sep. 30, 2013
REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS  
REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS

7.  REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS

 

On June 20, 2011, the Company entered into an unsecured term loan agreement (the “Term Loan Facility”) which consisted of a $100 million term loan with a five-year maturity (“Term Loan A”) and a $100 million term loan with a seven-year maturity (“Term Loan B”).  The Company incurred costs of $2.1 million in connection with executing the agreement and capitalized such costs as a component of loan procurement costs, net of amortization on the consolidated balance sheet.

 

On December 9, 2011, the Company entered into a credit facility (the “Credit Facility”) comprised of a $100 million unsecured term loan maturing in December 2014 (“Term Loan C”); a $200 million unsecured term loan maturing in March 2017 (“Term Loan D”); and a $300 million unsecured revolving facility maturing in December 2015 (“Revolver”).  The Company incurred costs of $3.4 million in connection with executing the agreement and capitalized such costs as a component of loan procurement costs, net of amortization on the consolidated balance sheet.

 

On June 18, 2013, the Company amended both the Term Loan Facility and Credit Facility. With respect to the Term Loan Facility, among other things, the amendment extended the maturity and decreased the pricing of Term Loan A, while Term Loan B remained unchanged by the amendment. Pricing on the Term Loan Facility depends on the Company’s unsecured debt credit ratings. At the Company’s current Baa3/BBB- level, amounts drawn under Term Loan A are priced at 1.50% over LIBOR, with no LIBOR floor, while amounts drawn under Term Loan B are priced at 2.00% over LIBOR, with no LIBOR floor.

 

 

 

 

 

Term Loan Facility

Prior to Amendment

 

Term Loan Facility

As Amended

 

 

 

Amount

 

Maturity Date

 

LIBOR Spread

 

Maturity Date

 

LIBOR Spread

 

Term Loan A

 

$100 million

 

June 2016

 

1.85%

 

June 2018

 

1.50%

 

Term Loan B

 

$100 million

 

June 2018

 

2.00%

 

June 2018

 

2.00%

 

 

With respect to the Credit Facility, among other things, the amendment extended the maturities of the Revolver and Term Loan D and decreased the pricing of the Revolver, Term Loan C and Term Loan D. Pricing on the Credit Facility depends on the Company’s unsecured debt credit ratings. At the Company’s current Baa3/BBB- level, amounts drawn under the Revolver are priced at 1.60% over LIBOR, inclusive of a facility fee of 0.30%, with no LIBOR floor, while amounts drawn under Term Loan C and Term Loan D are priced at 1.50% over LIBOR, with no LIBOR floor.

 

 

 

 

 

Credit Facility

Prior to Amendment

 

Credit Facility

As Amended

 

 

 

Amount

 

Maturity Date

 

LIBOR Spread

 

Maturity Date

 

LIBOR Spread

 

Revolver

 

$300 million

 

December 2015

 

1.80%

 

June 2017

 

1.60%

 

Term Loan C

 

$100 million

 

December 2014

 

1.75%

 

December 2014

 

1.50%

 

Term Loan D

 

$200 million

 

March 2017

 

1.75%

 

January 2019

 

1.50%

 

 

The Company incurred costs of $2.1 million in connection with amending the agreements and capitalized such costs as a component of loan procurement costs, net of amortization on the consolidated balance sheet.  Unamortized costs, along with costs incurred in connection with the amendments, are amortized as an adjustment to interest expense over the remaining term of the modified facilities.

 

As of September 30, 2013, $200 million of unsecured term loan borrowings were outstanding under the Term Loan Facility, $300 million of unsecured term loan borrowings were outstanding under the Credit Facility, $88.3 million of unsecured revolving credit facility borrowings were outstanding and $211.5 million was available for borrowing on the unsecured revolving portion of the Credit Facility.  The available balance under the unsecured revolving portion of the Credit Facility is reduced by an outstanding letter of credit of $0.2 million.  In connection with the unsecured borrowings, the Company had interest rate swaps as of September 30, 2013 that fix 30-day LIBOR (see note 10).  As of September 30, 2013, borrowings under the Credit Facility and Term Loan Facility, as amended, had an effective weighted average interest rate of 2.84%.

 

The Term Loan Facility and the term loans under the Credit Facility were fully drawn at September 30, 2013 and no further borrowings may be made under that facility and those term loans.  The Company’s ability to borrow under the revolving facility is subject to ongoing compliance with certain financial covenants which include:

 

·                             Maximum total indebtedness to total asset value of 60.0% at any time;

 

·                             Minimum fixed charge coverage ratio of 1.50:1.00; and

 

·                             Minimum tangible net worth of $821,211,200 plus 75% of net proceeds from equity issuances after June 30, 2010.

 

Further, under the Credit Facility and Term Loan Facility, the Company is restricted from paying distributions on common shares that would exceed an amount equal to the greater of (i) 95% of funds from operations, and (ii) such amount as may be necessary to maintain the Parent Company’s REIT status.

 

The Company is currently in compliance with all of its financial covenants and anticipates being in compliance with all of its financial covenants through the terms of the Credit Facility and Term Loan Facility.