Item 1.01 Entry into a Material Definitive Agreement.
On
The Credit Facility contains certain restrictions and covenants that require the Company, to maintain, on an ongoing basis, (i) a "Leverage Ratio" not to exceed 60%, which may be increased to 65% for any fiscal quarter in which an acquisition of real estate is completed, and for up to the next three subsequent consecutive fiscal quarters, (ii) a "Secured Leverage Ratio" not to exceed 50%, (iii) a fixed charge coverage ratio of at least 1.50, (iv) an "Unsecured Leverage Ratio" not to exceed 60%, which may be increased to 65% for any fiscal quarter in which an acquisition of real estate is completed, and for up to the next three subsequent consecutive fiscal quarters and (v) an "Unencumbered Interest Coverage Ratio" of at least 1.75. The Credit Facility also contains customary representations and warranties, limitations on permitted investments and other covenants.
The Joint Bookrunners for the Credit Facility are
The foregoing summary of the Credit Facility, contained in this Current Report
on Form 8-K, is qualified in its entirety by reference to the Second Amended and
Restated Credit Agreement (the "Credit Agreement") dated as of
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The summary of the Credit Facility contained in Item 1.01 above is incorporated by reference herein into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company to announce the terms of the Credit Agreement as discussed in Item 1.01 above is included as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report and Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Number Description 10.1 Second Amended and Restated Credit Agreement dated as ofDecember 17, 2021 , amongParamount Group Operating Partnership LP , as the Borrower,Paramount Group, Inc. , certain subsidiaries ofParamount Group, Inc. from time to time party thereto, as Guarantors, each lender from time to time party thereto,Bank of America, N.A ., as Administrative Agent, and the financial institutions party thereto as L/C Issuers 99.1 Press release datedDecember 20, 2021 and entitled "Paramount Refinances Revolving Credit Facility" 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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