Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on
Borrowings under the new Revolving B Facility will bear interest annually at a rate equal to, at the Trust's option, either LIBOR (for one, two, three, or six months) (subject to certain restrictions therein) or the Base Rate (as defined below), plus, in either case, a specified margin depending on the Trust's total leverage ratio, as determined by the formula set forth in the Credit Agreement. The applicable margin ranges from 1.85% to 2.10% for LIBOR loans and .85% to 1.10% for Base Rate loans. The initial applicable margin is 1.95% for LIBOR loans and .95% for Base Rate loans. The Credit Agreement defines "Base Rate" as the greatest of (a) the Administrative Agent's prime rate, (b) the federal funds effective rate plus 1/2 of 1% and (c) one month LIBOR plus 1%. The Trust will also pay a quarterly facility fee ranging from 0.15% to 0.35% (depending on the Trust's total leverage ratio) on the aggregate principal amount of the Revolving B Facility.
The remainder of the revolving credit commitments provided under the Credit Agreement that were in effect prior to giving effect to the First Amendment, has been designated as the "Revolving A Facility," and borrowings under the Revolving A Facility will continue to bear interest annually at a rate equal to, at the Trust's option, either LIBOR (for one, two, three, or six months) (subject to certain restrictions therein) or the Base Rate (), plus, in either case, a specified margin depending on the Trust's total leverage ratio, as determined by the formula set forth in the Credit Agreement. The applicable margin ranges from 1.10% to 1.35% for LIBOR loans and .10% to .35% for Base Rate loans. The current applicable margin is 1.20% for LIBOR loans and .20% for Base Rate loans. The Credit Agreement defines "Base Rate" as the greatest of (a) the Administrative Agent's prime rate, (b) the federal funds effective rate plus 1/2 of 1% and (c) one month LIBOR plus 1%. The Trust will also pay a quarterly facility fee ranging from 0.15% to 0.35% (depending on the Trust's total leverage ratio) on the aggregate principal amount of the Tranche A Facility of the Credit Agreement.
In connection with the execution of the First Amendment, the Trust paid an upfront fee for the lenders under the Revolving B Facility equal to 0.25% of the Revolving B Facility, as well as modification fees and certain customary fees and expenses of Administrative Agent in connection with the First Amendment.
The foregoing description of the First Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the First Amendment, which is attached as Exhibit 10.1 and is incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The information provided in "Item 1.01 - Entry into a Material Definitive Agreement" is hereby incorporated into this Item 2.03 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Annual Meeting, the Trust's stockholders: (i) voted to elect two Class I
members of the
The final voting results were as follows:
Proposal No. 1: Election of Trustees:
Alan B. Miller Robert F. McCadden Votes cast in favor 9,130,213 9,267,712 Votes withheld 358,700 221,201 Non votes 2,336,992 2,336,992
Proposal No. 2: The nonbinding advisory vote on named executive officer compensation:
Votes cast in favor 8,747,081 Votes cast against 676,811 Votes abstained 65,022 Non votes 2,336,992 Proposal No. 3: Approval of the amendment to the Amended and Restated 2007 Restricted Stock Plan: Votes cast in favor 9,196,945 Votes cast against 237,989 Votes abstained 53,979 Non votes 2,336,992
Proposal No. 4: Ratification of the selection of
Votes cast in favor 11,552,784 Votes cast against 231,734 Votes abstained 41,387 Non votes 0
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1 First Amendment, dated as ofJune 5, 2020 to Credit Agreement, dated as ofMarch 27, 2018 betweenUniversal Health Realty Income Trust , certain subsidiaries ofUniversal Health Realty Income Trust , certain banks and financial institutions from time to time party thereto, andWells Fargo Bank, National Association , as administrative agent. Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
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