Item 1.01 Entry into a Material Definitive Agreement
On April 28, 2022, Realty Income Corporation (the "Company") entered into a
Third Amended and Restated Credit Agreement (the "Credit Agreement"), among the
Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National
Association, as Administrative Agent, and the other parties named therein. The
Credit Agreement amends and restates, in its entirety, that certain Second
Amended and Restated Credit Agreement, dated as of August 7, 2019 (as amended,
the "Prior Credit Agreement"), among the Company, as Borrower, the lenders party
thereto, Wells Fargo Bank, National Association, as Administrative Agent, and
the other parties named therein.
The Credit Agreement amends and restates the Prior Credit Agreement in order to,
among other things, increase the total available borrowings under the unsecured
revolving credit facility to up to $4.25 billion, which consists of two
multicurrency revolving facility tranches (collectively, the "Revolving Credit
Facility") and extend the initial maturity of the Revolving Credit Facility to
June 2026. The Revolving Credit Facility permits the Company to borrow in up to
four currencies (including U.S. Dollars) under the $3.25 billion tranche and in
up to 14 currencies (including U.S. Dollars) under the $1.00 billion tranche.
The capacity of the Revolving Credit Facility can be increased to $5.25 billion
pursuant to an accordion expansion feature, which is subject to obtaining lender
commitments. The Revolving Credit Facility also includes two six-month
extensions that can be exercised at the Company's option on the terms as set
forth in the Credit Agreement.
Borrowings under the Revolving Credit Facility bear interest at different
benchmark rates based on the currency of the borrowings, including SONIA (the
Sterling Overnight Index Average) for borrowings denominated in Sterling,
EURIBOR for borrowings denominated in Euros, and SOFR (the secured overnight
financing rate as administered by the Federal Reserve Bank of New York) for
borrowings denominated in U.S. Dollars, in each case, as defined and subject to
certain adjustments specified in the Credit Agreement, as applicable, plus an
Applicable Margin, as defined in the Credit Agreement, based on the Company's
credit ratings. The current Applicable Margin for the Revolving Credit Facility
equals 0.725% per annum, as defined in the Credit Agreement, based on the
Company's current investment grade credit ratings. An applicable commitment fee
is payable on the amount of the Revolving Commitments, as defined in the Credit
Agreement, based on the Company's credit ratings. The current applicable
commitment fee for the Revolving Credit Facility equals 0.125% per annum based
on the Company's current investment grade credit ratings. The Credit Agreement
also permits the Company to request that the Tranche 1 Revolving Lenders, as
defined in the Credit Agreement, make Tranche 1 Revolving Loans, as defined in
the Credit Agreement, in the form of Bid Rate Loans as further described in the
Credit Agreement.
Borrowings under the existing $250.0 million senior unsecured term loan maturing
March 24, 2024 bear interest at SOFR plus certain adjustments specified in the
Credit Agreement, plus 0.85%, in each case, based on the Company's current
investment grade credit ratings.
The Credit Agreement contains customary and other affirmative covenants,
including financial reporting requirements, negative covenants, including
maintenance of certain financial requirements, and other customary events of
default.
The foregoing description of the Credit Agreement is not, and does not purport
to be, complete and is qualified in its entirety by reference to a copy of the
Credit Agreement filed as Exhibit 10.1 hereto and incorporated herein by
reference.
Item 1.02 Termination of a Material Definitive Agreement
The information set forth in Item 1.01 regarding the termination of the Prior
Credit Agreement is incorporated herein by reference.
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 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Third Amended and Restated Credit Agreement among the Company, as
Borrower, the lenders party thereto, Wells Fargo Bank, National
Association, as Administrative Agent, and the other parties named
therein.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained
in Exhibit 101)
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