Item 1.01. Entry into a Material Definitive Agreement
The Credit Agreement
On September 25, 2020, Alexandria Real Estate Equities, Inc., a Maryland
corporation (the "Company"), and its subsidiary, Alexandria Real Estate
Equities, L.P., a Delaware limited partnership (the "Operating Partnership"),
entered into an escrow agreement (the "Escrow Agreement") with Citibank, N.A.,
as administrative agent, certain lenders and Shearman & Sterling LLP, as escrow
agent (the "Escrow Agent"), pursuant to which the Company and other parties to
the Credit Agreement (as defined below) submitted their signature pages to the
Credit Agreement to be held by the Escrow Agent in escrow. The terms and
conditions of the Escrow Agreement were satisfied on October 6, 2020, and on
that date the Credit Agreement, by and among the Company, the Operating
Partnership, the other guarantors (if any) from time to time party thereto, each
lender from time to time party thereto, each L/C Issuer from time to time party
thereto, and Citibank, N.A., as administrative agent (the "Credit Agreement"),
was deemed executed and became effective.
The Credit Agreement replaces the Company's Sixth Amended and Restated Credit
Agreement, dated as of September 28, 2018, among the Company, the Operating
Partnership, the other guarantors (if any) from time to time party thereto, each
lender from time to time party thereto, each L/C issuer from time to time party
thereto and Bank of America, N.A., as the administrative agent. Citibank N.A.,
BofA Securities, Inc., JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA and RBC
Capital Markets serve as joint bookrunners and joint lead arrangers under the
Credit Agreement, and Bank of Nova Scotia, Mizuho Bank, Ltd., Sumitomo Mitsui
Banking Corporation and U.S. Bank National Association serve as additional joint
lead arrangers under the Credit Agreement. The Credit Agreement provides for,
among other things, a $3 billion unsecured senior revolving credit facility (the
"Revolving Credit Facility") and an accordion option to increase aggregate
commitments under the Credit Agreement by up to an additional $500 million.
Borrowings under the Revolving Credit Facility will bear interest at a
"Eurocurrency Rate", "LIBOR Daily Floating Rate" or a "Base Rate" as specified
in the Credit Agreement, plus a margin specified in the Credit Agreement. The
margin at closing applicable to loans based on the Eurocurrency Rate is 0.825%.
Among other things, the Credit Agreement is subject to certain annual
sustainability measures whereby the Company may be entitled to a temporary
reduction in the interest rate margin of 0.01%, provided it meets certain
sustainability thresholds as provided in the Credit Agreement.
The Credit Agreement has a maturity date of January 6, 2026, provided that the
Company exercises its rights to extend the maturity date twice by an additional
six months for each exercise upon the satisfaction of certain conditions.
The foregoing summary of the Credit Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Credit
Agreement, a copy of which will be filed as an exhibit to the Company's annual
report on Form 10-K for the year ended December 31, 2020.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 is incorporated herein by reference.
Forward-looking Statements
This current report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements may be
identified by the use of words such as "forecast," "guidance," "projects,"
"estimates," "anticipates," "believes," "expects," "intends," "may," "plans,"
"seeks," "should," or "will," or the negative of these words or similar words.
Forward-looking statements involve certain risks and uncertainties, and actual
results may differ materially from those discussed in each such statement. A
number of important factors could cause actual results to differ materially from
those included within or contemplated by the forward-looking statements,
including, but not limited to, the factors described in the Company's filings
with the Securities and Exchange Commission, including the Company's most recent
annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q.
The Company does not undertake any responsibility to update any of these factors
or to announce publicly any revisions to any of the forward-looking statements
contained in this or any other document, whether as a result of new information,
future events, or otherwise.
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