ITEM 1.01 Entry into a Material Definitive Agreement
On March 16, 2020, the Operating Partnership entered into a senior unsecured
credit facility comprised of (i) an amendment and extension of its existing $4.0
billion senior unsecured revolving credit facility (the "Revolving Facility")
and (ii) a $2.0 billion delayed-draw term loan facility (the "Term Facility"
and, together with the Revolving Facility, the "Facilities"). The Facilities
replace in its entirety the Operating Partnership's existing $4.0 billion senior
unsecured revolving credit facility (the "Existing Facility"). The Revolving
Facility and the Term Facility can be increased in the form of either additional
commitments under the Revolving Facility or incremental term loans under the
Term Facility in an aggregate amount for all such increases not to exceed $1.0
billion, for a total aggregate size of $7.0 billion for the Facilities, in each
case, subject to obtaining additional lender commitments and satisfying certain
customary conditions precedent. Other than as described below, the economic
terms of the Revolving Facility are substantially similar to our Existing
Facility. The Facilities will be in addition to and not affect the Operating
Partnership's existing $3.5 billion supplemental unsecured revolving credit
facility, which will remain in place.
The Revolving Facility will mature on June 30, 2024, and the Term Facility will
mature on June 30, 2022. Each of the Revolving Facility and the Term Facility
can be extended for two additional six-month periods to June 30, 2025 and to
June 30, 2023, respectively, at the Operating Partnership's sole option, subject
to satisfying certain customary conditions precedent. The Term Facility is
available to the Operating Partnership via a single draw during the nine-month
period following the closing of the Facilities.
Borrowings under the Revolving Facility bear interest, at the Operating
Partnership's election, at either (i) LIBOR plus a margin determined by the
Operating Partnership's corporate credit rating of between 0.650% and 1.400% or
(ii) the base rate (which rate is equal to the greatest of the prime rate, the
federal funds effective rate plus 0.500% or LIBOR plus 1.000%) (the "Base
Rate"), plus a margin determined by the Operating Partnership's corporate credit
rating of between 0.000% and 0.400%. The Revolving Facility includes a facility
fee determined by the Operating Partnership's corporate credit rating of between
0.100% and 0.300% on the aggregate revolving commitments under the Revolving
Facility. Borrowings under the Term Facility bear interest, at the Operating
Partnership's election, at either (i) LIBOR plus a margin determined based on
the Operating Partnership's corporate credit rating of between 0.725% and 1.600%
or (ii) the base rate (equal to the greatest of the prime rate, the federal
funds effective rate plus 0.500% or LIBOR plus 1.000%) plus a margin determined
by the Operating Partnership's corporate credit rating of between 0.000% and
0.600%. The Term Facility includes a ticking fee equal to 0.100% of the unused
term loan commitment under the Term Facility, which ticking fee shall commence
accruing on the date that is forty-five days after the closing of the Term
Facility.
The Revolving Facility provides for borrowings denominated in U.S. Dollars,
Euro, Yen, Sterling, Canadian Dollars and Australian Dollars. Borrowings in
currencies other than the U.S. Dollar are limited to 95% of the Maximum
Revolving Credit Amount, as defined. The Revolving Facility contains a money
market competitive bid option program that allows the Operating Partnership to
hold auctions to achieve lower pricing for short-term borrowings.
The Facilities provide for borrowings for general corporate purposes.
The Facilities contain ongoing covenants relating to total and secured leverage
to capitalization value and minimum EBITDA and unencumbered EBITDA coverage
requirements. Payment under the Facilities can be accelerated if the Operating
Partnership or Simon is subject to bankruptcy proceedings or upon the occurrence
of certain other events.
Prior to the amendment and restatement, the Existing Facility had an initial
maturity of June 30, 2021 and an interest rate of LIBOR plus 77.5 basis points
with a facility fee of 10 basis points.
A copy of a press release and the Facilities agreement are attached hereto as
Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference
and constitute part of this report.
ITEM 1.02 Termination of a Material Definitive Agreement
The disclosure required by this Item is included in 1.01 and is 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 disclosure required by this Item is included in 1.01 and is incorporated
herein by reference.
ITEM 9.01 Financial Statements and Exhibits
Financial Statements:
None
Exhibits:
Exhibit Page Number in
No. Description This Filing
99.1 Press release dated March 16, 2020 4
99.2 Second Amended and Restated $6,000,000,000 Credit 5
Agreement dated as of March 16, 2020
2
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