Item 1.01. Entry into a Material Definitive Agreement.
Note Purchase Agreement
Purchase Agreement (the "Note Agreement") with
Prudential Insurance Company of America
Note Agreement provides for the issuance of up to
unsecured promissory notes, and the Issuer issued to the Purchasers an aggregate
interest at a rate of 2.5% per year, (ii)
interest rate of 2.68% per year, and (iv)
the "Notes"). The Notes were issued in a private placement, and the proceeds
thereof will be used to repay outstanding amounts under the Credit Agreement
(defined below) and retire mortgage debt. Interest on the Notes accrues at the
rates set forth above and is payable quarterly. The Issuer may prepay the
outstanding principal amount under the Notes at any time, subject to the payment
of a yield-maintenance amount.
The Notes are guaranteed by the Company and the General Partner pursuant to a
Guaranty Agreement dated as of
guarantors of the Notes also guarantee (a) the Second Amended and Restated
Credit Agreement (as amended, the "Credit Agreement") dated as of
financial institutions party thereto, as lenders, and Bank of Montreal, as
administrative agent, and (b) the Note Purchase and Private Shelf Agreement (as
amended, the "Shelf Agreement") dated as of
Issuer, the Company, the General Partner,
Financial, Inc., and certain affiliates of
Agreement Parties"). The obligations under the Note Agreement, the Notes, and
the Guaranty are senior obligations of the Issuer and the Company and rank equal
in right of payment with the existing unsecured and unsubordinated indebtedness
of the Issuer and the Company. Among other covenants, the Note Agreement
requires the Issuer to maintain a consolidated leverage ratio, a consolidated
secured leverage coverage ratio, a total unsecured indebtedness to aggregate
unencumbered asset pool value ratio, recourse debt to total asset value ratio,
fixed charge coverage ratio, tangible net worth ratio and net operating income
of unencumbered asset pool properties to unsecured interest expense ratio. The
Note Agreement also includes customary representations, warranties, affirmative
covenants and events of default.
The foregoing descriptions of the Note Agreement, the Notes, and the Guaranty
are qualified in their entirety by reference to the full and complete terms of
these documents, which are attached as Exhibits 4.1, 4.2 through 4.5, and 4.6,
respectively, to this Current Report on Form 8-K and incorporated herein by
Shelf Agreement Amendment
In connection with entering into the Note Agreement, the Shelf Agreement was
amended pursuant to an Amendment No. 2 to Note Purchase and Private Shelf
Agreement and related Exhibit B attached thereto dated
among the Shelf Agreement Parties (the "Shelf Agreement Amendment"), which Shelf
Agreement Amendment incorporated certain technical amendments to the Shelf
Agreement in order to accommodate the terms of the Note Agreement and to conform
certain terms to those of the Note Agreement, among other non-material
amendments. Neither the principal amounts, repayment terms nor the maturity
dates for the notes previously issued under the Shelf Agreement were modified.
The foregoing description of the Shelf Agreement Amendment is qualified in its
entirety by reference to the full and complete terms of the Shelf Agreement
Amendment, which is attached as Exhibit 4.7 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 contained in Item 1.01 above is incorporated by reference.
Item 7.01. Regulation FD Disclosure.
entering into the Note Agreement and Shelf Agreement Amendment, which press
release is attached hereto as Exhibit 99.1. The press release also has been
posted on the Company's website.
The information set forth in this Item 7.01, including Exhibit 99.1, is being
furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that Section, and it shall not
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or under the Exchange Act, except as expressly provided by
specific reference in such a filing.
ITEM 9.01 Financial Statements and Exhibits (d)Exhibits Exhibit Number Description Note Purchase Agreement, dated
September 17, 2021, by and among the Issuer, 4.1 the Company, the General Partner, and the Purchasers 4.2 Form of Series 2021-A Senior Note 4.3 Form of Series 2021-B Senior Note 4.4 Form of Series 2021-C Senior Note 4.5 Form of Series 2021-D Senior Note 4.6 Guaranty Agreement, dated September 17, 2021Amendment No. 2 to Note Purchase and Private Shelf Agreement, dated September 17, 2021, and related Exhibit B attached thereto, by and among the Issuer, the Company, the General Partner, PGIM, Inc., an affiliate of 4.7 Prudential Financial, Inc., and certain affiliates of PGIM, Inc.99.1 Press Release dated September 20, 2021announcing the Amendment to Note Purchase and Private Shelf Agreement 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document.