Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
The Notes are fully and unconditionally guaranteed (the "Guarantee") by the
Company (in such capacity, the "Guarantor"). The terms of the Notes are governed
by an indenture, dated as of
Under certain circumstances, the Indenture will require certain of the Company's subsidiaries (other than the OP) to guarantee the Notes in the future if, and for so long as, such subsidiary, directly or indirectly, guarantees or otherwise becomes obligated in respect of the Issuer's revolving credit facility, senior unsecured notes and unsecured term loans.
The purchase price paid by the underwriters for the Notes was 99.166% of the
principal amount thereof. The Notes are the Issuer's senior unsecured
obligations and rank equally in right of payment with all of the Issuer's other
existing and future senior unsecured indebtedness. However, the Notes are
effectively subordinated in right of payment to: (i) all of the Issuer's
existing and future mortgage indebtedness and other secured indebtedness (to the
extent of the value of the collateral securing such indebtedness); (ii) all
existing and future indebtedness and other liabilities, whether secured or
unsecured, of the Issuer's subsidiaries that do not guarantee the Notes and of
any entity the Issuer accounts for using the equity method of accounting; and
(iii) all preferred equity not owned by the Issuer, if any, in any of the
Issuer's subsidiaries that do not guarantee the Notes and in any entity the
Issuer accounts for using the equity method of accounting. The Notes bear
interest at 2.600% per annum. Interest is payable on
The Notes will be redeemable in whole at any time or in part from time to time, at the Issuer's option, at a redemption price equal to the sum of:
• 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, up to, but not including, the redemption date; and • a make-whole premium calculated in accordance with the Indenture.
Notwithstanding the foregoing, if any of the Notes are redeemed on or after
Certain events are considered events of default, which may result in the accelerated maturity of the Notes, including:
• default for 30 days in the payment of any installment of interest under the Notes; • default in the payment of the principal amount or any other portion of the redemption price due with respect to the Notes, when the same becomes due and payable; • failure by the Issuer or the Guarantor to comply with any of the Issuer's or the Guarantor's respective other agreements in the Notes, the Guarantee or the Indenture with respect to the Notes upon receipt by the Issuer of notice of such default by the Trustee or by holders of not less than 25% in principal amount of the Notes then outstanding and the Issuer's failure to cure (or obtain a waiver of) such default within 60 days after the Issuer receives such notice; • failure to pay any Debt (as defined in the Indenture) (other than Non-Recourse Debt (as defined in the Indenture)) for monies borrowed by the Issuer, the Company or any of their respective Significant Subsidiaries (as defined in the
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Indenture) in an outstanding principal amount in excess of$50.0 million at final maturity or upon acceleration after the expiration of any applicable grace period, which Debt (other than Non-Recourse Debt) is, or has become, the primary obligation of the Issuer or the Company and is not discharged, or such default in payment or acceleration is not cured or rescinded, within 60 days after written notice to the Issuer from the Trustee (or to the Issuer and the Trustee from holders of at least 25% in principal amount of the outstanding Notes); • the Guarantee of the Guarantor ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or the Guarantor denies or disaffirms its obligations under the Indenture or its Guarantee, except by reason of the release of such Guarantee in accordance with provisions of the Indenture; or • certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of the Issuer or the Guarantor or any Significant Subsidiary or all or substantially all of their respective property.
The descriptions of the Base Indenture and the First Supplemental Indenture in this Current Report on Form 8-K are summaries and are qualified in their entirety by the terms of the Base Indenture and the First Supplemental Indenture, respectively.
The Notes were offered pursuant to an effective shelf registration statement
filed with the
Item 8.01 Other Events.
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