Item 1.01.  Entry into a Material Definitive Agreement.
On April 15, 2021, Vornado Realty L.P. ("VRLP"), the operating partnership
through which Vornado Realty Trust conducts its business, amended and extended
the maturity of its $1.25 billion unsecured revolving credit facility (as
extended, amended and restated, the "2021 Revolving Credit Facility"), from
January 2023 (as fully extended) to April 2026 (as fully extended). The current
interest rate on the 2021 Revolving Credit Facility was lowered to LIBOR plus 90
basis points per annum from LIBOR plus 100 basis points per annum. The facility
fee remains at 20 basis points per annum.
VRLP's other unsecured revolving credit facility, in the amount of $1.50 billion
(the "2024 Revolving Credit Facility"), matures in March 2024 (as fully
extended) and currently bears interest at a rate of LIBOR plus 90 basis points
and has a facility fee of 20 basis points per annum. VRLP's total revolving
credit facilities remain at $2.75 billion.
The joint lead arrangers and joint bookrunners for the 2021 Revolving Credit
Facility are JPMorgan Chase Bank, N.A., BofA Securities, Inc., PNC Capital
Markets LLC, U.S. Bank National Association, and Wells Fargo Securities LLC.
JPMorgan Chase Bank, N.A. serves as Administrative Agent and J.P. Morgan
Securities LLC serves as Sustainability Structuring Agent. Bank of America,
N.A., PNC Bank, National Association, U.S. Bank National Association and Wells
Fargo Bank, National Association serve as Co-Syndication Agents. Bank of the
West, Barclays Bank PLC, BMO Capital Markets Corp., Citigroup Global Markets
Inc., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan Stanley and
TD Bank, N.A., serve as joint lead arrangers.
Under the terms of the 2021 Revolving Credit Facility, "Total Outstanding
Indebtedness" may not exceed sixty percent (60%) of "Capitalization Value,"
which is based on a 6.0% capitalization rate; the ratio of "Combined EBITDA" to
"Fixed Charges," each measured as of the most recently ended calendar quarter,
may not be less than 1.40 to 1.00; the ratio of "Unencumbered Combined EBITDA"
to "Unsecured Interest Expense," each measured as of the most recently ended
calendar quarter, may not be less than 1.50 to 1.00; "Unsecured Indebtedness"
may not exceed sixty percent (60%) of "Capitalization Value of Unencumbered
Assets," each measured as of the most recently ended calendar quarter; and the
ratio of "Secured Indebtedness" to "Capitalization Value," each measured as of
the most recently ended calendar quarter, may not exceed fifty percent (50%).
The 2021 Revolving Credit Facility also contains standard representations and
warranties and other covenants.
The 2021 Revolving Credit Facility includes usual and customary events of
default for facilities of this nature (with applicable customary grace periods)
and provides that, upon the occurrence and continuation of an event of default,
payment of all amounts outstanding under the credit facility may be accelerated
and the lenders' commitments may be terminated.
On April 16, 2021, VRLP entered into (i) Amendment No. 2 to its Amended and
Restated Term Loan Agreement among VRLP, JPMorgan Chase Bank N.A., as
administrative agent, and the lenders party thereto, and (ii) Amendment No. 1 to
the 2024 Revolving Credit Facility among VRLP, JPMorgan Chase Bank N.A., as
administrative agent, and the lenders party thereto, pursuant to which VRLP made
certain changes to the definitions of "Combined EBITDA" and "Unencumbered
Assets" and certain other changes to conform such definitions and provisions to
the corresponding items of the 2021 Revolving Credit Facility.

© Edgar Online, source Glimpses