INDUS REALTY TRUST, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8-K)


Section 1.01 Entering into a Material Definitive Agreement.

The information set out in point 2.03 below is incorporated by reference in this point 1.01.

Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement

On April 21, 2022, INDUS Realty Trust, Inc. (the “Company”), as parent guarantor, INDUS RT, LP (the “Operating Partnership”), as borrower, certain subsidiaries of INDUS RT, LP as guarantors, with JPMorgan Chase Bank, North America. (“JPMorgan”) as Administrative Agent, Lead Arranger and Joint Bookrunner, CITIBANK, North America. as co-manager, co-bookrunner and syndication agent and the other parties have entered into an amended and restated credit agreement (the “Credit Agreement”) for a $250 million secured credit facility (the “New Credit Facility”), amending and restating the $100 million credit facility executed on August 5, 2021 (the “Existing Credit Facility”).

The Credit Agreement has been amended and restated to provide, among other things: (1) the addition of a deferred draw term loan facility (the “DDTL Facility”) in an amount of up to $150 millionunder which up to three separate draws may be made before April 21, 2023 (of which the first two must each be for a minimum amount of $25 million), and (2) the transition from the London Interbank Offered Rate (“LIBOR”) to the Guaranteed Overnight Funding Rate (“SOFR”) for floating rate borrowings for all purposes under the Credit Agreement . The DDTL Facility will mature on April 21, 2027. The new credit facility continues to include a $100 million revolving credit facility (the “Revolving Credit Facility”), however, the term of the Revolving Credit Facility has been extended to April 21, 2025, with extension options compatible with the existing credit facility. The New Credit Facility also increases the additional uncommitted facility which, as amended, would allow the Company to increase the New Credit Facility up to $250 million in the aggregate.

Borrowings under the New Credit Facility will continue to bear interest, subject to a pricing schedule based on the Company’s total indebtedness. Based on the Company’s current indebtedness, the initial annual interest rates under the New Credit Facility would be (i) SOFR plus 1.20% for the revolving loans (the same applicable margin as in the under the Existing Credit Facility), and (ii) SOFR plus 1.15% for term loans (compared to LIBOR plus 1.20% under the Existing Credit Facility).

The financial covenants under the New Credit Facility are consistent with those of the Existing Credit Facility, except that the Company must henceforth maintain a minimum borrowing base of: (a) $75 million by December 30, 2022 (compared to $30 million under the existing credit facility), (b) $125 million from
December 31, 2022 by December 30, 2023 (compared to $50 million under the existing credit facility) and (c) $250 million from December 31, 2023
(compared to $100 million under the existing credit facility).

The foregoing description of the Credit Agreement is subject to and qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed herewith as Schedule 10.1 and is incorporated herein by reference.

Section 7.01. FD Regulation Disclosure

A copy of the company April 25, 2022 the press release announcing the new credit facility is attached hereto as Exhibit 99.1.

The information contained and referenced in this Section 7.01, including the press release attached as Exhibit 99.1, is “provided” and not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”), or otherwise subject to the obligations of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless expressly stated otherwise in such filing.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits

10.1 Amended and updated credit agreement dated April 21, 2022among

INDUS RT, LPas Borrower, JPMorgan Chase Bank, North America., as Administrative

Agent, Joint Lead Arranger and Joint Bookrunner, Citibank, North America., as attached

Lead Manager, Joint Bookrunner and Syndication Agent, and the Lenders

Party Hereto 99.1* Dated Registrant Press Release April 25, 2022 (attached) 104 Cover Page Interactive Data File (cover page XBRL tags are embedded

in the online XBRL document)

*Will be deemed provided and not deposited

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