Item 1.01. Entry into a Material Definitive Agreement.
On
The Loan Agreement includes the option to add term loans under the Loan
Agreement to up to
The Loan Agreement is guaranteed by certain subsidiaries of the Company that
guarantee other unsecured indebtedness of the Company. Subsidiaries of Company
are required to guarantee the Company's obligations under the Loan Agreement if
any such subsidiary incurs unsecured indebtedness or guarantees unsecured
indebtedness of the Company or another subsidiary of the Company (excluding,
among other things, guarantees of certain indebtedness in an aggregate principal
amount not in excess of
The Term Loan bears interest, at Company's option, at a rate of either Term SOFR (plus a credit spread adjustment) plus a margin ranging from 0.75% to 1.65%, Daily SOFR (plus a credit spread adjustment) plus a margin ranging from 0.75% to 1.65% or the base rate plus a margin ranging from 0.00% to 0.65%, in each case, with the actual margin determined according to the Company's credit rating. The base rate is the highest of the Agent's prime rate, the federal funds rate plus 0.50% and the adjusted Term SOFR for a one-month tenor plus 1.0%.
The Loan Agreement contains representations, financial and other affirmative and negative covenants that are generally customary for credit facilities of this type. The Loan Agreement requires that the Company comply with various covenants, including covenants restricting indebtedness, mergers, affiliate transactions, entering into agreements with restrictions on granting liens or intercompany transfers, asset sales, indebtedness and the payment of dividends following an event of default. In addition, the Loan Agreement requires that the Company satisfy certain financial maintenance covenants, including:
• ratio of consolidated total indebtedness to consolidated total asset value of not more than 0.60 to 1.00 (subject to a higher level of 0.65 to 1.00 for four quarters following material acquisitions); • a minimum consolidated tangible net worth of$1.57 billion ; • ratio of consolidated EBITDA to consolidated fixed charges of not less than 1.50 to 1.00; • ratio of secured indebtedness to consolidated total asset value of not more than 0.30 to 1.00; • ratio of unsecured indebtedness to unencumbered asset value of not more than 0.60 to 1.00 (subject to a higher level of 0.65 to 1.00 for four quarters following material acquisitions); and • ratio of consolidated net operating income from all properties include in unencumbered asset value to consolidated unsecured interest expense of not less than 2.00 to 1.00.
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The Loan Agreement also includes customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of the Company under the Loan Agreement to be immediately due and payable.
Certain of the lenders under Term Loan or their affiliates have provided, and may in the future provide, certain commercial banking, financial advisory, and investment banking services in the ordinary course of business for the Company, its subsidiaries and certain of its affiliates, for which they receive customary fees and commissions.
The foregoing descriptions of the Loan Agreement does not purport to be a complete statement of the terms and conditions of the Loan Agreement and is qualified in its entirety by reference to the text of such Loan Agreement and the Amendment, a copy of which is filed as Exhibit 10.1 to this Form 8-K.
Item 1.02 Termination of a Material Definitive Agreement.
On the Effective Date, the existing term loan agreement by and among the
Company, as borrower,
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 report is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Term Loan Agreemen t dated as ofJune 16, 2023 by and amongNational Health Investors, Inc. , the lenders party thereto andWells Fargo Bank, National Association , as administrative agent, in HTML. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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