Item 1.01Entry into a Material Definitive Agreement
As originally disclosed in Reading International, Inc.'s (the "Company")
Quarterly Report on Form 10-Q for the three months ended March 31, 2020, as
filed with the SEC on June 25, 2020, in January 2020, the Company, through its
subsidiary, Reading Tammany Owner LLC ("Borrower"), exercised an option on its
$50.0 million construction loan from Bank OZK (formerly known as Bank of the
Ozarks) (the "BOZK Loan") to extend the maturity date to December 29, 2020. The
BOZK Loan financed the non-equity portion of the construction costs of the
redevelopment of its property at 44 Union Square in New York City. The 44 Union
Square property, with approximately 73,113 net rentable square foot retail and
office space, is in the lease-up phase following completion of construction
(except for minor punch list items). The Company has guaranteed the BOZK Loan in
certain respects pursuant to a Carve Out Guaranty.
On January 7, 2021, Borrower and the Company mutually entered into an agreement
with Bank OZK extending the maturity date to March 31, 2021, increasing the
interest rate to 17.5% (payable monthly in advance) and providing for "Minimum
Collected Interest" of $1,800,000, in the event of any prepayment of the BOZK
Loan. Borrower has, to date, drawn down approximately $40.8 million of the BOZK
Loan. No additional extension fee was paid to Bank OZK in connection with such
extension.
The extension has been procured in order to allow the Company additional time to
retire the Bank OZK Loan in its entirety through (i) pursuit of refinancing of
the 44 Union Square property and/or (ii) monetization of certain non-income
producing properties identified by the Company as having reached a value not
likely to be enhanced without significant capital investment.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements as defined
by the Securities Litigation Reform Act of 1995, including those related the
Company's expectations regarding the potential sale of non-income producing
properties and the timing and terms of any such sale, including its ability to
retire or refinance the Bank OZK Loan; and the Company's expectations
regarding the timing of the completion, lease and opening of the 44 Union Square
project in New York City. Forward-looking statements reflect only the
Company's expectations regarding future events and operating performance
and necessarily speak only as of the date the information was prepared. No
guarantees can be given that the Company's expectation will in fact be
realized, in whole or in part. You can recognize these statements by the
Company's use of words, such as "may," "will," "expect," "believe," and
"anticipate" or other similar terminology.
Given the variety and unpredictability of the factors that will ultimately
influence the Company's businesses and its results of operation, no
guarantees can be given that any of the Company's forward-looking
statements will ultimately prove to be correct. Actual results will undoubtedly
vary and there is no guarantee as to how our securities will perform either when
considered in isolation or when compared to other securities or investment
opportunities.
We undertake no obligation to publicly update or to revise any of the
Company's forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under
applicable law. Accordingly, you should always note the date to which the
Company's forward-looking statements speak.
Refer to Item 1A - Risk Factors - of our Annual Report on Form 10-K for the year
ended December 31, 2019, as well as the risk factors set forth in any other
filings made under the Securities Act of 1934, as amended, including any of our
Quarterly Reports on Form 10-Q, for more information.
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