ITEM 1.01 Entry into a Material Definitive Agreement.
On January 2, 2013, EastGroup Properties, Inc. and certain subsidiaries (the
"Company"), entered into a Third Amended and Restated Credit Agreement (the
"Revolver") that replaced the Company's existing $200 Million unsecured
revolving credit facility. The Revolver allows for borrowings in the aggregate
principal amount of up to $225 Million and borrowings will bear interest, at the
Company's option, at the Base Rate Option (as defined in the Loan Agreement)
plus a margin of 0.075% to 0.75% or LIBOR plus a margin of 1.075% to 1.75%, in
each case depending on the Company's leverage or credit ratings. The Revolver
initially bears interest at LIBOR plus 1.25% which is the equivalent of 1.46% at
January 2, 2013. The facility fee on the Revolver may range between 0.175% to
0.35% per annum (currently 0.25%), also based upon the Company's leverage or
credit ratings. The Revolver includes a $100 Million accordion amount and has an
initial term of four years with a one year extension at the Company's option.
PNC Capital Markets LLC is the sole lead arranger and sole bookrunner and PNC
Bank is the administrative agent for the Revolver, which includes Regions Bank,
SunTrust Bank, U.S. Bank, Wells Fargo Bank, Trustmark National Bank, Bank of
America, The Bank of New York Mellon and Raymond James Bank.
Additionally, the Company renewed its $25 Million unsecured working cash credit
facility (the "Working Cash Line" and together with the Revolver, the "New
Facilities") for four years with PNC Bank, under substantially the same terms
and conditions as the Revolver.
Financial covenants of the New Facilities require the Company to maintain its
ratio of total liabilities to total asset value at 60% or less and its secured
debt to total asset value at 45% or less. Other debt covenants provide that the
Company shall not fail to maintain (i) certain fixed charge coverage ratios,
(ii) ratio of unencumbered net operating income to total unsecured interest
expense and (iii) certain minimum tangible net worth. In addition, the Company
may not pay dividends or make distributions with respect to its equity in excess
of 90% of the Company's funds from operations, as defined, except to the extent
necessary to enable EastGroup Properties, Inc. to continue to qualify as a REIT
for Federal income tax purposes. These covenants and restrictions also limit the
Company's ability to incur additional indebtedness, merge, consolidate or sell
all or substantially all of its assets and enter into transactions with related
parties.
The New Facilities also include customary events of default, including failure
to pay principal, interest or fees when due, failure to comply with covenants,
if any representations or warranty made by the Company is false or misleading in
any material respect, default under certain other indebtedness, certain
insolvency or receivership events affecting the Company and its subsidiaries,
the occurrence of certain material judgments, or a change in control of the
Company. The amounts outstanding under the New Facilities may be accelerated
upon certain events of default.
Some of the lenders or their affiliates from time to time have provided in the
past and may provide in the future commercial lending services to the Company
and its affiliates in the ordinary course of business.
The foregoing summary description of the Revolver does not purport to be
complete and is qualified in its entirety by reference to the Third Amended and
Restated Credit Agreement Dated January 2, 2013 among EastGroup Properties,
L.P.; EastGroup Properties, Inc.; PNC Bank, National Association, as
Administrative Agent; Regions Bank and SunTrust Bank as Co-Syndication Agents;
U.S. Bank National Association and Wells Fargo Bank, National Association as
Co-Documentation
Agents; PNC Capital Markets LLC, as Sole Lead Arranger and Sole Bookrunner;
Trustmark National Bank, Bank of America, The Bank of New York Mellon and
Raymond James Bank, which is filed as Exhibit 10.1 hereto and is incorporated
herein by reference.