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Indebtedness
6 Months Ended
Jun. 30, 2014
Indebtedness  
Indebtedness

Note 10.  Indebtedness

 

Prepayments:

 

On March 11, 2014, we prepaid $12.0 million of 4.95% mortgage debt using cash on hand.

 

On June 27, 2014, we repaid $11.2 million of 6.14% mortgage debt and $8.5 million of 5.78% mortgage debt in connection with the sale of the related properties and recognized a loss on early extinguishment of debt of $3.3 million from prepayment premiums and the write-off of unamortized discounts and deferred financing fees.

 

Unsecured Revolving Credit Facility and Unsecured Term Loan:

 

We have a $750.0 million unsecured revolving credit facility that matures on October 19, 2015, that is used for general business purposes, including acquisitions.  We also have a $500.0 million unsecured term loan that matures on December 15, 2016.  The removal of our Prior Trustees on March 25, 2014 constituted an event of default under our revolving credit facility and term loan agreements.  As a consequence, the lenders under each of these agreements became entitled to exercise certain remedies, including the right to accelerate their loans and to require that their loans bear interest at the post-default rate.  Effective as of April 11, 2014, we entered into separate forbearance agreements regarding our revolving credit facility and term loan agreements.  Pursuant to each forbearance agreement, the applicable lenders agreed, on and subject to the terms and conditions set forth therein, to forbear during the period (which period would have expired on June 13, 2014, but for the waivers and amendments described below) from exercising certain of their rights and remedies under the revolving credit facility or term loan, as applicable, including, without limitation, their right to accelerate repayment of the loans thereunder and to require that the loans bear interest at the post-default rate.  Following the election of our New Board of Trustees on May 23, 2014, we requested that the lenders provide waivers of these events of default.  Effective as of June 6, 2014, we obtained such waivers and amended the revolving credit facility and term loan agreements.  Pursuant to these amendments and waivers, the lenders waived the events of default arising from the removal of our Prior Trustees, and each of the revolving credit facility and term loan agreements was amended to:

 

·         remove as “Material Contracts” (i) the Business Management Agreement, dated as of June 8, 2009, as amended, by and between us and RMR, and (ii) the Amended and Restated Property Management Agreement, dated as of January 21, 2010, by and between us and RMR;

 

·         revise the change of control Event of Default (as defined in each of the revolving credit facility and term loan agreements) so that failure of RMR to act as sole business and property manager no longer constitutes a change of control thereunder; and

 

·         revise the change of control Event of Default to increase from 25% to 35% the level of voting power with respect to the Company’s shares that constitutes a change of control if acquired by any person or group.

 

In addition, the forbearance agreements were deemed to be terminated upon effectiveness of these amendments and waivers, other than certain provisions thereof relating to the release of claims against, and confirming no waivers by, the lenders.

 

Borrowings under our revolving credit facility bear interest at LIBOR plus a premium, which was 150 basis points as of June 30, 2014.  We also pay a facility fee of 35 basis points per annum on the total amount of lending commitments under our revolving credit facility.  Both the interest rate premium and the facility fee are subject to adjustment based upon changes to our credit ratings.  As of June 30, 2014, the interest rate payable on borrowings under our revolving credit facility was 1.6%.  The weighted average interest rate for borrowings under our revolving credit facility was 1.7% for both the six months ended June 30, 2014 and 2013, respectively.   As of June 30, 2014, we had $235.0 million outstanding under our revolving credit facility.  On July 18, 2014, we paid off the entire balance of $235.0 million on our revolving credit facility.

 

Our term loan bears interest at a rate of LIBOR plus a premium, which was 185 basis points as of June 30, 2014.  The interest rate premium is subject to adjustment based upon changes to our credit ratings.  As of June 30, 2014, the interest rate for the amount outstanding under our term loan was 2.0%.  The weighted average interest rate for the amount outstanding under our term loan was 2.0% and 2.1% for the six months ended June 30, 2014 and 2013, respectively.

 

Credit Facility and Term Loan Debt Covenants:

 

Our public debt indenture and related supplements, our revolving credit facility agreement and our term loan agreement contain a number of financial and other covenants, including covenants that restrict our ability to incur indebtedness or to make distributions under certain circumstances and require us to maintain financial ratios and a minimum net worth.  At June 30, 2014, we believe we were in compliance with all of our respective covenants under our public debt indenture and related supplements, our revolving credit facility and our term loan agreements.

 

Mortgage Debt:

 

At June 30, 2014, 12 of our properties (17 buildings) costing $1,220.5 million with an aggregate net book value of $1,059.1 million secured mortgage notes totaling $895.2 million (including net premiums and discounts) maturing from 2015 through 2026.

 

During the quarter ended June 30, 2014, we made the decision to cease making loan servicing payments on One Enterprise Center in Jacksonville, Florida.  The first payment we determined not to make for this property was due on June 11, 2014.  The property is secured by a non-recourse mortgage loan, with a current principal balance of $40.1 million.

 

On August 1, 2014, we prepaid at par the $265.0 million non-recourse mortgage loan on two buildings in Chicago, IL.