Item 1.01. Entry into a Material Definitive Agreement.
On August 12, 2022, First Industrial Realty Trust, Inc. (the "Company") and
First Industrial, L.P. (the "Operating Partnership") entered into an Unsecured
Term Loan Agreement, dated as of August 12, 2022, by and among the Operating
Partnership, as borrower, the Company, as general partner and guarantor, U.S.
Bank National Association, individually and as administrative agent, and the
other lenders thereunder (the "2022 New Term Loan").
The 2022 New Term Loan provides for an unsecured term loan with a principal
amount of up to $300.0 million, none of which was borrowed by the Operating
Partnership in connection with the execution of the 2022 New Term Loan. The
Operating Partnership may borrow up to the full principal amount by August 11,
2023 and must pay a non-refundable unused fee at a rate of 0.20% per annum on
any unused portion of the facility from November 10, 2022 through August 11,
2023. Subject to certain conditions, the Operating Partnership may also request
additional incremental term loans in an aggregate amount up to $50.0 million.
The 2022 New Term Loan matures on August 12, 2025, unless extended pursuant to
two one-year extension options at the Operating Partnership's election, subject
to certain conditions.
Borrowings under the 2022 new Term Loan will bear interest, at the Operating
Partnership's option, at a rate equal to (a) if elected by the Operating
Partnership, Adjusted Daily Simple SOFR, plus a margin from 0.75% to 1.60% based
on the Company's credit ratings and consolidated leverage ratio, as provided by
the 2022 New Term Loan; (b) if elected by the Operating Partnership, Adjusted
Term SOFR (as defined therein), plus a margin from 0.75% to 1.60% based on the
Company's credit ratings and consolidated leverage ratio, as provided by the
2022 New Term Loan; or (c) the highest of (i) the prime rate, (ii) the federal
funds rate plus 0.50%, and (iii) Adjusted Daily Simple SOFR (as defined therein)
plus 1.0%, subject to a floor of 1.0%; plus a margin from 0.0% to 0.60% based on
the Company's credit ratings and consolidated leverage ratio. If the Operating
Partnership were to borrow in connection with the closing of the 2022 New Term
Loan, the 2022 New Term Loan would provide for interest-only payments at (x) one
month, three month or daily SOFR, which refers to the secured overnight
financing rate as administered by the Federal Reserve Bank of New York, plus a
0.10% adjustment for one month and daily SOFR or a 0.15% adjustment for three
month SOFR, plus (y) a margin of 0.85% based on the Company's credit ratings and
consolidated leverage ratio. The interest rate applicable under the 2022 New
Term Loan will vary based on the type of borrowings selected by the Operating
Partnership under the 2022 New Term Loan and is further subject to adjustment
based on changes to the Company's leverage and credit ratings and the Company's
achievement of a sustainability-linked pricing metric, as discussed below. The
Company has fully and unconditionally guaranteed payment of borrowings under the
2022 New Term Loan.
The 2022 New Term Loan also includes a sustainability-linked pricing metric
which permits an interest rate reduction by meeting a target related to
environmental sustainability, specifically at least 25% of the Company's
aggregate investment incurred with respect to completed development projects in
a particular twelve month period being incurred with respect to completed
development projects that achieve LEED certification.
The initial interest rate on the 2022 New Term Loan is based on the BBB+/Baa1
credit ratings level, even though the Company's current ratings are BBB/Baa2.
This favorable interest rate will be maintained provided that the Company's
consolidated leverage ratio, as defined in the 2022 New Term Loan agreement,
remains less than 32.5%.
The Operating Partnership intends to use the proceeds of the 2022 New Term Loan
for general business purposes, including, without limitation, repayment of
indebtedness, working capital needs, and the acquisition and development of
property.
Each of the Company and the Operating Partnership has had or may have with one
or more of the lenders party to the 2022 New Term Loan customary banking
relationships through which a variety of financial services are, were or will be
provided, including investment banking, underwriting, lending, commercial
banking, treasury management, trustee and other advisory services, and for which
such lenders will receive or have received customary fees and expenses.
The foregoing description of the 2022 New Term Loan does not purport to be
complete and is qualified in its entirety by reference to the 2022 New Term Loan
filed as Exhibit 10.1 hereto.
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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 in Item 1.01 is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 15, 2022, the Company issued a press release with respect to the
execution of the 2022 New Term Loan. A copy of the press release is attached and
incorporated by reference as Exhibit 99.1.
The information furnished in this report under this Item 7.01, including the
Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference to such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following are filed herewith:
Exhibit No. Description
10.1 Unsecured Term Loan Agreement, dated as of August 12, 2022 among First
Industrial, L.P., First Industrial Realty Trust, Inc., U.S. Bank National
Association, Bank of America, N.A., PNC Bank, National Association, Regions
Bank and JPMorgan Chase Bank, N.A.
99.1 First Industrial Realty Trust, Inc. Press Release dated August 12, 2022
(furnished pursuant to Item 7.01)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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