Quarterly report pursuant to Section 13 or 15(d)

Unsecured Revolving Credit Facility And Term Loans

v3.10.0.1
Unsecured Revolving Credit Facility And Term Loans
9 Months Ended
Sep. 30, 2018
Debt Disclosure [Line Items]  
Unsecured Revolving Credit Facility And Term Loans

8.    UNSECURED REVOLVING CREDIT FACILITY AND TERM LOANS



On January 25, 2017, the Company entered into an amended revolving credit facility and new term loan agreement (“2017 Credit Agreement”) with a group of 13 lenders.  Pursuant to the 2017 Credit Agreement, the Company refinanced its existing $600 million unsecured revolving credit facility (“2017 Credit Facility”) and entered into a new $325 million unsecured, delayed-draw term loan facility (“2017 Term Loan”). 

 

The terms of the 2017 Credit Facility include: (1) a four-year term ending in January 2021, with two six-month extension options; (2) revolving credit loans may be made to the Company in an aggregate principal amount of up to $600 million (subject to increase as discussed below), with a sublimit under the 2017 Credit Facility for the issuance of letters of credit in an amount not to exceed $60 million (subject to increase as discussed below); (3) an interest rate, currently the London Inter-Bank Offered Rate (“LIBOR”) plus 130 basis points, based on the Operating Partnership’s unsecured debt ratings from Moody’s or S&P or, at the Operating Partnership’s option, if it no longer maintains a debt rating from Moody’s or S&P or such debt ratings fall below Baa3 and BBB-, based on a defined leverage ratio; and (4) a facility fee, currently 25 basis points, payable quarterly based on the Operating Partnership’s unsecured debt ratings from Moody’s or S&P, or, at the Operating Partnership’s option, if it no longer maintains a debt rating from Moody’s or S&P or such debt ratings fall below Baa3 and BBB-, based on a defined leverage ratio. 



The interest rates on outstanding borrowings, alternate base rate loans and the facility fee on the current borrowing capacity payable quarterly in arrears on the 2017 Credit Facility are based upon the Operating Partnership’s unsecured debt ratings, as follows:





 

 

 

 

 

 



 

 

 

 

 

 



 

 

 

Interest Rate -

 

 



 

 

 

Applicable

 

 



 

Interest Rate -

 

Basis Points

 

 

Operating Partnership's

 

Applicable

 

Above LIBOR for

 

 

Unsecured Debt Ratings:

 

Basis Points

 

Alternate Base

 

Facility Fee

Higher of S&P or Moody's

 

Above LIBOR

 

Rate Loans

 

Basis Points

No ratings or less than BBB-/Baa3

 

155.0 

 

55.0 

 

30.0 

BBB- or Baa3 (interest rate based on Company's election through March 5, 2018)

 

120.0 

 

20.0 

 

25.0 

BBB or Baa2

 

100.0 

 

0.0 

 

20.0 

BBB+ or Baa1

 

90.0 

 

0.0 

 

15.0 

A- or A3 or higher

 

87.5 

 

0.0 

 

12.5 



On March 6, 2018, the Company elected to use the defined leverage ratio and the interest rate under the 2017 Credit Facility is based on the following total leverage ratio grid:





 

 

 

 

 

 



 

 

 

 

 

 



 

 

 

Interest Rate -

 

 



 

 

 

Applicable

 

 



 

Interest Rate -

 

Basis Points

 

 



 

Applicable

 

Above LIBOR for

 

 



 

Basis Points

 

Alternate Base

 

Facility Fee

Total Leverage Ratio

 

Above LIBOR

 

Rate Loans

 

Basis Points

<45%

 

125.0 

 

25.0 

 

20.0 

45% and <50% (current ratio)

 

130.0 

 

30.0 

 

25.0 

50% and <55%

 

135.0 

 

35.0 

 

30.0 

55%

 

160.0 

 

60.0 

 

35.0 



The terms of the 2017 Term Loan include: (1) a three-year term ending in January 2020, with two one-year extension options; (2) multiple draws of the term loan commitments may be made within 12 months of the effective date of the 2017 Credit Agreement up to an aggregate principal amount of $325 million (subject to increase as discussed below), with no requirement to be drawn in full; provided, that, if the Company does not borrow at least 50 percent of the initial term commitment from the term lenders (i.e. 50 percent of $325 million) on or before July 25, 2017, the amount of unused term loan commitments shall be reduced on such date so that, after giving effect to such reduction, the amount of unused term loan commitments is not greater than the outstanding term loans on such date; (3) an interest rate, currently the LIBOR plus 155 basis points, based on the Operating Partnership’s unsecured debt ratings from Moody’s or S&P or, at the Operating Partnership’s option if it no longer maintains a debt rating from Moody’s or S&P or such debt ratings fall below Baa3 and BBB-, based on a defined leverage ratio; and (4) a term commitment fee on any unused term loan commitment during the first 12 months after the effective date of the 2017 Credit Agreement at a rate of 0.25 percent per annum on the sum of the average daily unused portion of the aggregate term loan commitments.



On March 22, 2017, the Company drew the full $325 million available under the 2017 Term Loan.  On March 29, 2017, the Company executed interest rate swap arrangements to fix LIBOR with an aggregate average rate of 1.6473% for the swaps and a current aggregate fixed rate of 3.1973% on borrowings under the 2017 Term Loan.  



The interest rate on the 2017 Term Loan is based upon Operating Partnership's unsecured debt ratings, as follows:





 

 

 

 



 

 

 

 



 

 

 

Interest Rate -



 

 

 

Applicable



 

Interest Rate -

 

Basis Points

Operating Partnership's

 

Applicable

 

Above LIBOR for

Unsecured Debt Ratings:

 

Basis Points

 

Alternate Base Rate

Higher of S&P or Moody's

 

Above LIBOR

 

Loans

No ratings or less than BBB-/Baa3

 

185.0 

 

85.0 

BBB- or Baa3 (interest rate based on Company's election through March 5, 2018)

 

140.0 

 

40.0 

BBB or Baa2

 

115.0 

 

15.0 

BBB+ or Baa1

 

100.0 

 

0.0 

A- or A3 or higher

 

90.0 

 

0.0 



On March 6, 2018, the Company elected to use the defined leverage ratio and the interest rate under the 2017 Term Loan is based on the following total leverage ratio grid:





 

 

 

 



 

 

 

 



 

 

 

Interest Rate -



 

 

 

Applicable



 

Interest Rate -

 

Basis Points



 

Applicable

 

Above LIBOR for



 

Basis Points

 

Alternate Base Rate

Total Leverage Ratio

 

above LIBOR

 

Loans

<45%

 

145.0 

 

45.0 

45% and <50% (current ratio)

 

155.0 

 

55.0 

50% and <55%

 

165.0 

 

65.0 

55%

 

195.0 

 

95.0 



On up to four occasions at any time after the effective date of the 2017 Credit Agreement, the Company may elect to request (1) an increase to the existing revolving credit commitments (any such increase, the “New Revolving Credit Commitments”) and/or (2) the establishment of one or more new term loan commitments (the “New Term Commitments”, together with the 2017 Credit Commitments, the “Incremental Commitments”), by up to an aggregate amount not to exceed $350 million for all Incremental Commitments.  The Company may also request that the sublimit for letters of credit available under the 2017 Credit Facility be increased to $100 million (without arranging any New Revolving Credit Commitments).  No lender or letter of credit issued has any obligation to accept any Incremental Commitment or any increase to the letter of credit subfacility.  There is no premium or penalty associated with full or partial prepayment of borrowings under the 2017 Credit Agreement.

The 2017 Credit Agreement, which applies to both the 2017 Credit Facility and 2017 Term Loan, includes certain restrictions and covenants which limit, among other things the incurrence of additional indebtedness, the incurrence of liens and the disposition of real estate properties (to the extent that: (i) such property dispositions cause the Company to default on any of the financial ratios of the 2017 Credit Agreement (described below), or (ii) the property dispositions are completed while the Company is under an event of default under the 2017 Credit Agreement, unless, under certain circumstances, such disposition is being carried out to cure such default), and which require compliance with financial ratios relating to the maximum leverage ratio (60 percent), the maximum amount of secured indebtedness (40 percent), the minimum amount of fixed charge coverage (1.5 times), the maximum amount of unsecured indebtedness (60 percent), the minimum amount of unencumbered property interest coverage (2.0 times) and certain investment limitations (generally 15 percent of total capitalization).  If an event of default has occurred and is continuing, the entire outstanding balance under the 2017 Credit Agreement may (or, in the case of any bankruptcy event of default, shall) become immediately due and payable, and the Company will not make any excess distributions except to enable the General Partner to continue to qualify as a REIT under the IRS Code.



Before it amended and restated its unsecured revolving credit facility in January 2017, the Company had a $600 million unsecured revolving credit facility with a group of 17 lenders that was scheduled to mature in July 2017. The interest rate on outstanding borrowings (not electing the Company’s competitive bid feature) and the facility fee on the current borrowing capacity payable quarterly in arrears was based upon the Operating Partnership’s unsecured debt ratings at the time, as follows: 





 

 

 

 



 

 

 

 

Operating Partnership's

 

Interest Rate -

 

 

Unsecured Debt Ratings:

 

Applicable Basis Points

 

Facility Fee

Higher of S&P or Moody's

 

Above LIBOR

 

Basis Points

No ratings or less than BBB-/Baa3

 

170.0 

 

35.0 

BBB- or Baa3 (since January 2017 amendment)

 

130.0 

 

30.0 

BBB or Baa2

 

110.0 

 

20.0 

BBB+ or Baa1

 

100.0 

 

15.0 

A- or A3 or higher

 

92.5 

 

12.5 



In January 2016, the Company obtained a $350 million unsecured term loan (“2016 Term Loan”), which matures in January 2019 with two one‑year extension options.  The interest rate for the term loan is currently 155 basis points over LIBOR, subject to adjustment on a sliding scale based on the Operating Partnership’s unsecured debt ratings, or, at the Company's option, a defined leverage ratio.  The Company entered into interest rate swap arrangements to fix LIBOR for the duration of the term loan. Including costs, the current all-in fixed rate is 3.28 percent.  The proceeds from the loan were used primarily to repay outstanding borrowings on the Company’s then existing unsecured revolving credit facility and to repay $200 million senior unsecured notes that matured on January 15, 2016.   



The interest rate on the 2016 Term Loan was based upon the Operating Partnership’s unsecured debt ratings, as follows: 



 

 



 

 

Operating Partnership's

 

Interest Rate -

Unsecured Debt Ratings:

 

Applicable Basis Points

Higher of S&P or Moody's

 

Above LIBOR

No ratings or less than BBB-/Baa3

 

185.0 

BBB- or Baa3 (interest rate based on Company's election through March 5, 2018)

 

140.0 

BBB or Baa2

 

115.0 

BBB+ or Baa1

 

100.0 

A- or A3 or higher

 

90.0 



On March 6, 2018, the Company elected to use the defined leverage ratio and the interest rate under the 2016 Term Loan is based on the following total leverage ratio grid:



 

 



 

 



 

Interest Rate -



 

Applicable Basis

Total Leverage Ratio

 

Points above LIBOR

<45%

 

145.0 

45% and <50% (current ratio)

 

155.0 

50% and <55%

 

165.0 

55%

 

195.0 



The terms of the 2016 Term Loan include certain restrictions and covenants which limit, among other things the incurrence of additional indebtedness, the incurrence of liens and the disposition of real estate properties (to the extent that: (i) such property dispositions cause the Company to default on any of the financial ratios of the term loan described below, or (ii) the property dispositions are completed while the Company is under an event of default under the term loan, unless, under certain circumstances, such disposition is being carried out to cure such default), and which require compliance with financial ratios relating to the maximum leverage ratio (60 percent), the maximum amount of secured indebtedness (40 percent), the minimum amount of fixed charge coverage (1.5 times), the maximum amount of unsecured indebtedness (60 percent), the minimum amount of unencumbered property interest coverage (2.0 times) and certain investment limitations (generally 15 percent of total capitalization).  If an event of default has occurred and is continuing, the Company will not make any excess distributions except to enable the General Partner to continue to qualify as a REIT under the IRS Code. 



On August 30, 2018, the Company entered into an amendment to the 2017 Credit Agreement (the “2017 Credit Agreement Amendment”) and an amendment to the 2016 Term Loan (the “2016 Term Loan Amendment”).



Each of the 2017 Credit Agreement Amendment and the 2016 Term Loan Amendment was effective as of June 30, 2018 and provides for the following material amendments to the terms of both the 2017 Credit Agreement and the 2016 Term Loan:



1.

The unsecured debt ratio covenant has been modified with respect to the measurement of the unencumbered collateral pool of assets in the calculation of such ratio for the period commencing July 1, 2018 and continuing until December 31, 2019 to allow the Operating Partnership to utilize the “as-is” appraised value of the properties known as ‘Harborside Plaza I’ and ‘Harborside Plaza V’ properties located in Jersey City, NJ in such calculation; and

2.

A new covenant has been added that prohibits the Company from making any optional or voluntary payment, repayment, repurchase or redemption of any unsecured indebtedness of the Company (or any subsidiaries) that matures after January 25, 2022, at any time when any of the Total Leverage Ratio or the unsecured debt ratio covenants exceeds 60 percent (all as defined in the 2017 Credit Agreement and the 2016 Term Loan) or an appraisal is being used to determine the value of Harborside Plaza I and Harborside Plaza V for the unsecured debt ratio covenant.



All other terms and conditions of the 2017 Credit Agreement and the 2016 Term Loan remain unchanged.



The Company was in compliance with its debt covenants under its unsecured revolving credit facility and term loans as of September 30, 2018.



As of September 30, 2018 and December 31, 2017, the Company’s unsecured credit facility and term loans totaled $870.3 million and $822.3 million, respectively, comprised of: $197.0 million of outstanding borrowings under its unsecured revolving credit facility, $349.7 million from the 2016 Term Loan (net of unamortized deferred financing costs of $0.3 million) and $323.6 million from the 2017 Term Loan (net of unamortized deferred financing costs of $1.7 million) as of September 30, 2018; and $150 million of outstanding borrowings under its unsecured revolving credit facility and $349.0 million from the 2016 Term Loan (net of unamortized deferred financing costs of $1.0 million) and $323.3 million from the 2017 Term Loan (net of unamortized deferred financing costs of $1.7 million) as of December 31, 2017.  

Mack-Cali Realty LP [Member]  
Debt Disclosure [Line Items]  
Unsecured Revolving Credit Facility And Term Loans

8.    UNSECURED REVOLVING CREDIT FACILITY AND TERM LOANS



On January 25, 2017, the Company entered into an amended revolving credit facility and new term loan agreement (“2017 Credit Agreement”) with a group of 13 lenders.  Pursuant to the 2017 Credit Agreement, the Company refinanced its existing $600 million unsecured revolving credit facility (“2017 Credit Facility”) and entered into a new $325 million unsecured, delayed-draw term loan facility (“2017 Term Loan”). 

 

The terms of the 2017 Credit Facility include: (1) a four-year term ending in January 2021, with two six-month extension options; (2) revolving credit loans may be made to the Company in an aggregate principal amount of up to $600 million (subject to increase as discussed below), with a sublimit under the 2017 Credit Facility for the issuance of letters of credit in an amount not to exceed $60 million (subject to increase as discussed below); (3) an interest rate, currently the London Inter-Bank Offered Rate (“LIBOR”) plus 130 basis points, based on the Operating Partnership’s unsecured debt ratings from Moody’s or S&P or, at the Operating Partnership’s option, if it no longer maintains a debt rating from Moody’s or S&P or such debt ratings fall below Baa3 and BBB-, based on a defined leverage ratio; and (4) a facility fee, currently 25 basis points, payable quarterly based on the Operating Partnership’s unsecured debt ratings from Moody’s or S&P, or, at the Operating Partnership’s option, if it no longer maintains a debt rating from Moody’s or S&P or such debt ratings fall below Baa3 and BBB-, based on a defined leverage ratio. 



The interest rates on outstanding borrowings, alternate base rate loans and the facility fee on the current borrowing capacity payable quarterly in arrears on the 2017 Credit Facility are based upon the Operating Partnership’s unsecured debt ratings, as follows:





 

 

 

 

 

 



 

 

 

 

 

 



 

 

 

Interest Rate -

 

 



 

 

 

Applicable

 

 



 

Interest Rate -

 

Basis Points

 

 

Operating Partnership's

 

Applicable

 

Above LIBOR for

 

 

Unsecured Debt Ratings:

 

Basis Points

 

Alternate Base

 

Facility Fee

Higher of S&P or Moody's

 

Above LIBOR

 

Rate Loans

 

Basis Points

No ratings or less than BBB-/Baa3

 

155.0 

 

55.0 

 

30.0 

BBB- or Baa3 (interest rate based on Company's election through March 5, 2018)

 

120.0 

 

20.0 

 

25.0 

BBB or Baa2

 

100.0 

 

0.0 

 

20.0 

BBB+ or Baa1

 

90.0 

 

0.0 

 

15.0 

A- or A3 or higher

 

87.5 

 

0.0 

 

12.5 



On March 6, 2018, the Company elected to use the defined leverage ratio and the interest rate under the 2017 Credit Facility is based on the following total leverage ratio grid:





 

 

 

 

 

 



 

 

 

 

 

 



 

 

 

Interest Rate -

 

 



 

 

 

Applicable

 

 



 

Interest Rate -

 

Basis Points

 

 



 

Applicable

 

Above LIBOR for

 

 



 

Basis Points

 

Alternate Base

 

Facility Fee

Total Leverage Ratio

 

Above LIBOR

 

Rate Loans

 

Basis Points

<45%

 

125.0 

 

25.0 

 

20.0 

45% and <50% (current ratio)

 

130.0 

 

30.0 

 

25.0 

50% and <55%

 

135.0 

 

35.0 

 

30.0 

55%

 

160.0 

 

60.0 

 

35.0 



The terms of the 2017 Term Loan include: (1) a three-year term ending in January 2020, with two one-year extension options; (2) multiple draws of the term loan commitments may be made within 12 months of the effective date of the 2017 Credit Agreement up to an aggregate principal amount of $325 million (subject to increase as discussed below), with no requirement to be drawn in full; provided, that, if the Company does not borrow at least 50 percent of the initial term commitment from the term lenders (i.e. 50 percent of $325 million) on or before July 25, 2017, the amount of unused term loan commitments shall be reduced on such date so that, after giving effect to such reduction, the amount of unused term loan commitments is not greater than the outstanding term loans on such date; (3) an interest rate, currently the LIBOR plus 155 basis points, based on the Operating Partnership’s unsecured debt ratings from Moody’s or S&P or, at the Operating Partnership’s option if it no longer maintains a debt rating from Moody’s or S&P or such debt ratings fall below Baa3 and BBB-, based on a defined leverage ratio; and (4) a term commitment fee on any unused term loan commitment during the first 12 months after the effective date of the 2017 Credit Agreement at a rate of 0.25 percent per annum on the sum of the average daily unused portion of the aggregate term loan commitments.



On March 22, 2017, the Company drew the full $325 million available under the 2017 Term Loan.  On March 29, 2017, the Company executed interest rate swap arrangements to fix LIBOR with an aggregate average rate of 1.6473% for the swaps and a current aggregate fixed rate of 3.1973% on borrowings under the 2017 Term Loan.  



The interest rate on the 2017 Term Loan is based upon Operating Partnership's unsecured debt ratings, as follows:





 

 

 

 



 

 

 

 



 

 

 

Interest Rate -



 

 

 

Applicable



 

Interest Rate -

 

Basis Points

Operating Partnership's

 

Applicable

 

Above LIBOR for

Unsecured Debt Ratings:

 

Basis Points

 

Alternate Base Rate

Higher of S&P or Moody's

 

Above LIBOR

 

Loans

No ratings or less than BBB-/Baa3

 

185.0 

 

85.0 

BBB- or Baa3 (interest rate based on Company's election through March 5, 2018)

 

140.0 

 

40.0 

BBB or Baa2

 

115.0 

 

15.0 

BBB+ or Baa1

 

100.0 

 

0.0 

A- or A3 or higher

 

90.0 

 

0.0 



On March 6, 2018, the Company elected to use the defined leverage ratio and the interest rate under the 2017 Term Loan is based on the following total leverage ratio grid:





 

 

 

 



 

 

 

 



 

 

 

Interest Rate -



 

 

 

Applicable



 

Interest Rate -

 

Basis Points



 

Applicable

 

Above LIBOR for



 

Basis Points

 

Alternate Base Rate

Total Leverage Ratio

 

above LIBOR

 

Loans

<45%

 

145.0 

 

45.0 

45% and <50% (current ratio)

 

155.0 

 

55.0 

50% and <55%

 

165.0 

 

65.0 

55%

 

195.0 

 

95.0 



On up to four occasions at any time after the effective date of the 2017 Credit Agreement, the Company may elect to request (1) an increase to the existing revolving credit commitments (any such increase, the “New Revolving Credit Commitments”) and/or (2) the establishment of one or more new term loan commitments (the “New Term Commitments”, together with the 2017 Credit Commitments, the “Incremental Commitments”), by up to an aggregate amount not to exceed $350 million for all Incremental Commitments.  The Company may also request that the sublimit for letters of credit available under the 2017 Credit Facility be increased to $100 million (without arranging any New Revolving Credit Commitments).  No lender or letter of credit issued has any obligation to accept any Incremental Commitment or any increase to the letter of credit subfacility.  There is no premium or penalty associated with full or partial prepayment of borrowings under the 2017 Credit Agreement.

The 2017 Credit Agreement, which applies to both the 2017 Credit Facility and 2017 Term Loan, includes certain restrictions and covenants which limit, among other things the incurrence of additional indebtedness, the incurrence of liens and the disposition of real estate properties (to the extent that: (i) such property dispositions cause the Company to default on any of the financial ratios of the 2017 Credit Agreement (described below), or (ii) the property dispositions are completed while the Company is under an event of default under the 2017 Credit Agreement, unless, under certain circumstances, such disposition is being carried out to cure such default), and which require compliance with financial ratios relating to the maximum leverage ratio (60 percent), the maximum amount of secured indebtedness (40 percent), the minimum amount of fixed charge coverage (1.5 times), the maximum amount of unsecured indebtedness (60 percent), the minimum amount of unencumbered property interest coverage (2.0 times) and certain investment limitations (generally 15 percent of total capitalization).  If an event of default has occurred and is continuing, the entire outstanding balance under the 2017 Credit Agreement may (or, in the case of any bankruptcy event of default, shall) become immediately due and payable, and the Company will not make any excess distributions except to enable the General Partner to continue to qualify as a REIT under the IRS Code.



Before it amended and restated its unsecured revolving credit facility in January 2017, the Company had a $600 million unsecured revolving credit facility with a group of 17 lenders that was scheduled to mature in July 2017. The interest rate on outstanding borrowings (not electing the Company’s competitive bid feature) and the facility fee on the current borrowing capacity payable quarterly in arrears was based upon the Operating Partnership’s unsecured debt ratings at the time, as follows: 





 

 

 

 



 

 

 

 

Operating Partnership's

 

Interest Rate -

 

 

Unsecured Debt Ratings:

 

Applicable Basis Points

 

Facility Fee

Higher of S&P or Moody's

 

Above LIBOR

 

Basis Points

No ratings or less than BBB-/Baa3

 

170.0 

 

35.0 

BBB- or Baa3 (since January 2017 amendment)

 

130.0 

 

30.0 

BBB or Baa2

 

110.0 

 

20.0 

BBB+ or Baa1

 

100.0 

 

15.0 

A- or A3 or higher

 

92.5 

 

12.5 



In January 2016, the Company obtained a $350 million unsecured term loan (“2016 Term Loan”), which matures in January 2019 with two one‑year extension options.  The interest rate for the term loan is currently 155 basis points over LIBOR, subject to adjustment on a sliding scale based on the Operating Partnership’s unsecured debt ratings, or, at the Company's option, a defined leverage ratio.  The Company entered into interest rate swap arrangements to fix LIBOR for the duration of the term loan. Including costs, the current all-in fixed rate is 3.28 percent.  The proceeds from the loan were used primarily to repay outstanding borrowings on the Company’s then existing unsecured revolving credit facility and to repay $200 million senior unsecured notes that matured on January 15, 2016.   



The interest rate on the 2016 Term Loan was based upon the Operating Partnership’s unsecured debt ratings, as follows: 



 

 



 

 

Operating Partnership's

 

Interest Rate -

Unsecured Debt Ratings:

 

Applicable Basis Points

Higher of S&P or Moody's

 

Above LIBOR

No ratings or less than BBB-/Baa3

 

185.0 

BBB- or Baa3 (interest rate based on Company's election through March 5, 2018)

 

140.0 

BBB or Baa2

 

115.0 

BBB+ or Baa1

 

100.0 

A- or A3 or higher

 

90.0 



On March 6, 2018, the Company elected to use the defined leverage ratio and the interest rate under the 2016 Term Loan is based on the following total leverage ratio grid:



 

 



 

 



 

Interest Rate -



 

Applicable Basis

Total Leverage Ratio

 

Points above LIBOR

<45%

 

145.0 

45% and <50% (current ratio)

 

155.0 

50% and <55%

 

165.0 

55%

 

195.0 



The terms of the 2016 Term Loan include certain restrictions and covenants which limit, among other things the incurrence of additional indebtedness, the incurrence of liens and the disposition of real estate properties (to the extent that: (i) such property dispositions cause the Company to default on any of the financial ratios of the term loan described below, or (ii) the property dispositions are completed while the Company is under an event of default under the term loan, unless, under certain circumstances, such disposition is being carried out to cure such default), and which require compliance with financial ratios relating to the maximum leverage ratio (60 percent), the maximum amount of secured indebtedness (40 percent), the minimum amount of fixed charge coverage (1.5 times), the maximum amount of unsecured indebtedness (60 percent), the minimum amount of unencumbered property interest coverage (2.0 times) and certain investment limitations (generally 15 percent of total capitalization).  If an event of default has occurred and is continuing, the Company will not make any excess distributions except to enable the General Partner to continue to qualify as a REIT under the IRS Code. 



On August 30, 2018, the Company entered into an amendment to the 2017 Credit Agreement (the “2017 Credit Agreement Amendment”) and an amendment to the 2016 Term Loan (the “2016 Term Loan Amendment”).



Each of the 2017 Credit Agreement Amendment and the 2016 Term Loan Amendment was effective as of June 30, 2018 and provides for the following material amendments to the terms of both the 2017 Credit Agreement and the 2016 Term Loan:



1.

The unsecured debt ratio covenant has been modified with respect to the measurement of the unencumbered collateral pool of assets in the calculation of such ratio for the period commencing July 1, 2018 and continuing until December 31, 2019 to allow the Operating Partnership to utilize the “as-is” appraised value of the properties known as ‘Harborside Plaza I’ and ‘Harborside Plaza V’ properties located in Jersey City, NJ in such calculation; and

2.

A new covenant has been added that prohibits the Company from making any optional or voluntary payment, repayment, repurchase or redemption of any unsecured indebtedness of the Company (or any subsidiaries) that matures after January 25, 2022, at any time when any of the Total Leverage Ratio or the unsecured debt ratio covenants exceeds 60 percent (all as defined in the 2017 Credit Agreement and the 2016 Term Loan) or an appraisal is being used to determine the value of Harborside Plaza I and Harborside Plaza V for the unsecured debt ratio covenant.



All other terms and conditions of the 2017 Credit Agreement and the 2016 Term Loan remain unchanged.



The Company was in compliance with its debt covenants under its unsecured revolving credit facility and term loans as of September 30, 2018.



As of September 30, 2018 and December 31, 2017, the Company’s unsecured credit facility and term loans totaled $870.3 million and $822.3 million, respectively, comprised of: $197.0 million of outstanding borrowings under its unsecured revolving credit facility, $349.7 million from the 2016 Term Loan (net of unamortized deferred financing costs of $0.3 million) and $323.6 million from the 2017 Term Loan (net of unamortized deferred financing costs of $1.7 million) as of September 30, 2018; and $150 million of outstanding borrowings under its unsecured revolving credit facility and $349.0 million from the 2016 Term Loan (net of unamortized deferred financing costs of $1.0 million) and $323.3 million from the 2017 Term Loan (net of unamortized deferred financing costs of $1.7 million) as of December 31, 2017.