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| AKR > SEC Filings for AKR > Form 8-K on 5-Feb-2013 | All Recent SEC Filings |
5-Feb-2013
Entry into a Material Definitive Agreement, Creation of a Direct Financial Ob
The information set forth below with respect to the Credit Facility under Item 2.03 of this Current Report on Form 8-K is hereby incorporated in this Item 1.01 by reference.
On January 31, 2013, Acadia Realty Limited Partnership (the "Borrower"), a
subsidiary of the registrant, Acadia Realty Trust (the "Company"), entered into
a new $150 million unsecured credit agreement (the "Credit Facility") with Bank
of America, N.A., as Administrative Agent, Swing Line Lender, Letter of Credit
Issuer, and as a lender along with PNC Bank, National Association and Wells
Fargo Bank, National Association as Co-Documentation Agents and as lenders
(collectively, the "Lenders").
The Lenders have agreed to provide to the Borrower an unsecured revolving credit
facility of up to $150 million. The Credit Facility provides that the Borrower
may from time to time request additional aggregate commitments of up to $150
million under certain conditions as defined in the Credit Facility. The Company
and certain of the Company's subsidiaries have guaranteed the Borrower's
obligations under the Credit Facility.
Interest on the outstanding principal amount will be at a rate which varies
based on the ratio of total indebtedness to total asset value of the Company and
its subsidiaries, plus, as applicable (i) a LIBOR rate ("Eurodollar Rate"), or
(ii) a base rate determined by reference to the highest of (a) the federal funds
rate plus 0.50%, (b) the rate of interest in effect for such day as publicly
announced from time to time by Bank of America as its "prime rate" and (c) the
Eurodollar Rate plus 1.00% (the "Base Rate"). The Borrower is obligated to pay
an unused line fee of (a) 0.35% if the total outstanding principal amount is
less than or equal to 50% of the aggregate commitments or (b) 0.25% if the total
outstanding principal amount is greater than 50% of the aggregate commitments.
The Credit Facility matures on January 31, 2016; the Borrower has the ability to
extend the maturity date to January 31, 2017 subject to certain conditions set
forth in the Credit Facility including the payment of an additional 0.25% fee.
The Credit Facility contains certain terms, conditions, covenants, and
representations and warranties that are customary and typical for a transaction
of this nature. The Credit Facility also contains certain affirmative and
negative covenants, including limitations on liens, investments, indebtedness,
fundamental changes, dispositions, restricted payments, change in nature of
business, transactions with affiliates, burdensome agreements, and use of
proceeds. The Credit Facility also requires the Company to comply with the
following financial covenants as defined, including: (i) a maximum leverage
ratio of 60%, (ii) a maximum secured leverage ratio of 45% prior to the first
anniversary of the closing date and 40% thereafter, (iii) a minimum tangible net
worth at least equal to the sum of 80% of the tangible net worth on the closing
date plus an amount equal to 80% of the net proceeds of future equity sales and
issuances by the Company, (iv) a minimum fixed charge coverage ratio of at least
1.50 to 1.00, (v) a minimum unencumbered mortgageability ratio of 1.50 to 1.00,
and (vi), a maximum unencumbered leverage ratio of 60%.
The Credit Facility also includes customary events of default, in certain cases
subject to reasonable and customary periods to cure, including, but not limited
to, with respect to non-payment, breach of specific covenants, breach of
representations and warranties, cross-defaults, insolvency proceedings,
inability to pay debts, judgments, ERISA events, invalidity of loan documents,
change of control, failure to maintain REIT status, or failure of the Company to
have at least one class of the Company's common equity interests listed on
either the New York Stock Exchange or The NASDAQ Stock Market.
(d) Exhibits
Exhibit Number Description
10.1 Credit Agreement, dated as of January 31, 2013, among Acadia Realty
Limited Partnership, as the Borrower, and Acadia Realty Trust and Certain
Subsidiaries of Acadia Realty Limited Partnership from time to time party
thereto, as Guarantors, Bank of America, N.A., as Administrative Agent,
Swing Line Lender, L/C Issuer, and as a Lender, PNC Bank, National
Association and Wells Fargo Bank, National Association, as
Co-Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as a Joint Lead Arranger and Sole Bookrunner and PNC Bank,
National Association and Wells Fargo Securities, LLC, as Joint Lead
Arrangers.
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