Item 1.01. Entry into a Material Definitive Agreement.
Credit Facility
On
Each draw under the Credit Facility matures ten days after funding. The Credit Facility bears interest at a rate of one-month LIBOR plus 2.00% for the first ten days of any draw period, after which the Lender can, in its sole discretion, extend the Credit Facility at a rate of one-month LIBOR plus 4.00% unless the securities required by the Credit Agreement are delivered and taken as collateral, in which case the rate shall stay at one-monthLIBOR plus 2.00%.
The Credit Facility is a recourse obligation to the Company and contains customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants contained in the document evidencing the Credit Facility, defaults in payments under any other security instrument, and bankruptcy or other insolvency events.
Issuance of Subsidiary Partnership Units
On
The total number of Sub OP Units issued was calculated by dividing the total
consideration by the combined book value of the Company's common stock and the
partnership units of the subsidiary operating partnerships of
The Sub OP Units were issued in an exempt private placement under Section 4(a)(2) of the Securities Act of 1933, as amended. No sales commission or other consideration will be paid in connection with such issuance.
In compliance with the Company's Related Party Transaction Policy, the issuance of Sub OP Units was reviewed and approved by the Audit Committee of the Board of Directors (the "Board").
Equity Financing
On
The obligation of REIT Sub to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the agreement and plan of merger (the "Merger Agreement") related to the Proposed Transaction in accordance with its terms, (b) the closing of the Proposed Transaction or (c) the target company or any of its affiliates or representatives asserting any claim, subject to certain exceptions, against the Consortium or any of its affiliates or representatives in connection with the Equity Commitment Letter, the Merger Agreement or any of the transactions contemplated by the Equity Commitment Letter or the Merger Agreement.
In compliance with the Company's Related Party Transaction Policy, the Equity Commitment Letter was reviewed and approved by the Audit Committee of the Board.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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