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Quotes & Info
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| AMB > SEC Filings for AMB > Form 8-K on 21-Oct-2009 | All Recent SEC Filings |
21-Oct-2009
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
On October 15, 2009, AMB Property, L.P., the operating partnership and a
subsidiary of its parent company, AMB Property Corporation, entered into a
$345 million unsecured term loan credit agreement, including a loan denominated
in Euros in the amount of €47,780,000 made to its affiliate, AMB European
Investments LLC and a loan denominated in Yen in the amount of ¥6,283,900,000
made to its affiliate, AMB Japan Finance, Y.K. This term loan credit agreement
replaced the $325 million term loan credit agreement dated March 27, 2008. The
parent company is the guarantor of the operating partnership's obligations under
the credit agreement and the operating partnership is the guarantor of the
obligations of AMB European Investments LLC and AMB Japan Finance, Y.K., under
the credit agreement. The term loan facility is with JPMorgan Chase Bank, N.A.,
as administrative agent, J.P. Morgan Europe Limited, as administrative agent for
Euros, Sumitomo Mitsui Banking Corporation, as administrative agent for Yen and
syndication agent, J.P. Morgan Securities Inc. and Sumitomo Mitsui Banking
Corporation, as joint lead arrangers and joint bookrunners, Calyon Credit
Agricole CIB, New York Branch, U.S. Bank National Association, and HSBC Bank
USA, National Association, as documentation agents, AMB European Investments LLC
and AMB Japan Finance, Y.K., as the initial qualified borrowers, and a syndicate
of banks.
The term loan facility matures on October 15, 2012. At any time prior to
October 15, 2011 and subject to specified conditions, the operating partnership
has the ability to increase available borrowings up to $425 million, including
additional Euro borrowings and Yen borrowings, at the borrowers' option, by
adding additional banks to the facility or obtaining the agreement of existing
banks to increase their commitments. The rate on the borrowings is currently
LIBOR plus 275 basis points, in the case of Dollar borrowings and Euro
borrowings, and TIBOR plus 275 basis points, in the case of Yen borrowings. The
margin is determined at any given time based on the pricing grid in the term
loan facility according to the current credit rating of the operating
partnership's long-term debt. The credit agreement contains affirmative
covenants, including financial reporting requirements and maintenance of
specified financial ratios and other financial covenants, and negative
covenants, including limitations on mergers or consolidations. The financial
covenants include, among others, the ratios of total debt to total asset value,
secured debt to total asset value and unencumbered net operating cash flow to
unsecured debt service and a minimum consolidated tangible net worth. In
addition, the term loan facility includes events (including, without limitation,
a non-payment under the loan, a breach of warranties and representations in any
material respect, non-compliance with covenants by the operating partnership,
cross-defaults to recourse indebtedness, a change in the majority of the parent
company's board of directors during any 12-month period or the acquisition by a
person or group of 30% or more of the parent company's common stock), each of
which, if not cured within the time period, if any, specified in the term loan
facility would constitute an event of default. Upon the occurrence and
continuance of such events of default, the lenders may elect to accelerate the
outstanding principal and accrued and unpaid interest under the term loan
facility. Further, outstanding principal and accrued
and unpaid interest thereon automatically accelerate upon the occurrence of
certain other events of default, including without limitation and as described
more fully in the term loan facility, the commencement of any voluntary or
involuntary proceeding seeking liquidation, reorganization or other relief of
the debts of the parent company or the operating partnership under any
bankruptcy, insolvency or other similar law, or if the parent company or the
operating partnership seeks at any time to repudiate its obligations under the
term loan facility or any related document.
JPMorgan Chase Bank, N.A. is administrative agent, J.P. Morgan Europe Limited is
administrative agent for alternate currencies, and J.P. Morgan Securities Inc.
is joint lead arranger and joint bookrunner under our third amended and restated
revolving credit agreement, dated as of June 1, 2006. Sumitomo Mitsui Banking
Corporation is administrative agent and sole lead arranger and bookmanager under
our amended and restated revolving credit agreement, dated as of June 23, 2006,
as amended on October 23, 2007. Sumitomo Mitsui Banking Corporation, New York
Branch, is administrative agent and sole lead arranger and bookmanager and
Sumitomo Mitsui Banking Corporation, Shanghai Branch, is RMB settlement agent
under our RMB revolving credit agreement, dated October 23, 2007. Calyon New
York Branch is a co-documentation agent under our fifth amended and restated
revolving credit agreement, dated as of July 16, 2007. U.S. Bank National
Association is the trustee under our indenture dated as of June 30, 1998, as
supplemented. Additionally, J.P. Morgan Securities Inc. has acted as an
underwriter in certain of our offerings.
A copy of the credit agreement, the guaranty and the qualified borrower guaranty
are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are
incorporated into this current report by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Credit Agreement, dated as of October 15, 2009, by and among AMB Property,
L.P., JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan
Europe Limited, as administrative agent for Euros, Sumitomo Mitsui Banking
Corporation, as administrative agent for Yen and syndication agent, J.P.
Morgan Securities Inc. and Sumitomo Mitsui Banking Corporation, as joint
lead arrangers and joint bookrunners, Calyon Credit Agricole CIB, New York
Branch, and U.S. Bank National Association, and HSBC Bank USA, National
Association, as documentation agents, AMB European Investments LLC and AMB
Japan Finance, Y.K., as the initial qualified borrowers, and a syndicate
of banks.
10.2 Guaranty of Payment, dated as of October 15, 2009, by AMB Property Corporation for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent for the banks that are from time to time parties to that certain Credit Agreement, dated as of October 15, 2009.
10.3 Qualified Borrower Guaranty, dated as of October 15, 2009, by AMB Property, L.P. for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as Administrative Agent, and Sumitomo Mitsui Banking Corporation, as Administrative Agent, for the banks that are from time to time parties to that certain Credit Agreement, dated as of October 15, 2009.
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