QTS REALTY TRUST, INC. Item 1.01 Entry into a Material Definitive Agreement.
Term Loan Agreement
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The Term Loan Agreement provides for commitments to make a single term loan
borrowing of up to
Amounts outstanding under the Term Loan Agreement bear interest at a variable
rate equal to, at the
The Term Loan Agreement has customary representations and warranties, and affirmative and negative covenants, including limitations on liens, mergers, consolidations, investments, asset sales and affiliate transactions, as well as financial covenants, including the following:
· the Operating Partnership's and its subsidiaries' consolidated total
unsecured debt plus any capitalized lease obligations with respect to the
unencumbered asset pool properties may not exceed 60% of the unencumbered
asset pool value (or 65% of the unencumbered asset pool value for one or
more periods of up to four consecutive fiscal quarters immediately
following a material acquisition for which the Operating Partnership has
provided written notice to the agent);
· the unencumbered asset pool debt yield cannot be less than 10.5%;
· a minimum fixed charge coverage ratio (defined as the ratio of
consolidated EBITDA, subject to certain adjustments, to consolidated
fixed charges) for the prior two most recently-ended calendar quarters of
1.50 to 1.00;
· a maximum debt to gross asset value (as defined in the Term Loan
Agreement) ratio of 60% (or 65% for one or more periods of up to four
consecutive fiscal quarters immediately following a material acquisition
for which the Operating Partnership has provided written notice to the
agent);
· tangible net worth (as defined in the Term Loan Agreement) cannot be less
than the sum of $1,975,000,000 plus 75% of the net proceeds from any
equity offerings after September 30, 2020 ;
The Term Loan Agreement includes customary events of default, and the occurrence of an event of default will permit the lenders to terminate commitments to lend under the Term Loan Agreement and accelerate payment of all amounts outstanding thereunder.
A copy of the Term Loan Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 10.1.
Unsecured Springing Guaranty
In connection with the Term Loan Agreement, the Company entered into an
Unconditional Guaranty of Payment and Performance dated as of
A copy of the Unsecured Springing Guaranty is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 10.2.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 under the sections "Term Loan Agreement " and "Unsecured Springing Guaranty" is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
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The information disclosed in this 7.01, including Exhibit 99.1 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 under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 10.1 Term Loan Agreement dated as ofOctober 16, 2020 by and amongQualityTech, LP ,KeyBank National Association , as agent, the lenders party thereto,KeyBanc Capital Markets, Inc. ,BMO Capital Markets, Inc. andPNC Capital Markets LLC , as joint lead arrangers and joint book runners, andTD Securities (USA) LLC andTruist Bank , as co-documentation agents. 10.2 Unconditional Guaranty of Payment and Performance dated as ofOctober 16, 2020 byQTS Realty Trust, Inc. (toKeyBank National Association ). 99.1 Press Release issued byQTS Realty Trust, Inc. onOctober 19, 2020 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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