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TCO > SEC Filings for TCO > Form 8-K on 13-Nov-2013All Recent SEC Filings

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Form 8-K for TAUBMAN CENTERS INC


13-Nov-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Ob


Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On November 12, 2013, a subsidiary of Taubman Centers, Inc., The Taubman Realty Group Limited Partnership ("TRG"), entered into an unsecured Term Loan Agreement (the "Agreement") with JPMorgan Chase Bank, N.A., as Administrative Agent, and the various lenders and agents on the signature pages thereto. The Agreement provides for a loan that matures on February 28, 2019. Pricing under the loan is based on TRG's total leverage ratio as shown in the table below.

Ratio Level   Total Leverage Ratio*   Eurodollar Spread
  Level I             < 45%                 1.35%
 Level II        ? 45% and < 50%            1.45%
 Level III       ? 50% and < 55%            1.60%
 Level IV             ? 55%                 1.90%

*Total Leverage Ratio is defined as the ratio of Total Outstanding Indebtedness to Capitalization Value as defined in the Agreement.

As of November 12, 2013, the leverage ratio results in pricing of LIBOR plus 1.35%.

The Agreement provides for an aggregate commitment of $475 million (which may be increased up to $600 million, subject to conditions therein). The loan proceeds of $475 million were used to pay off the 5.28 percent, $305 million loan on Beverly Center, and excess proceeds, net of fees and accrued interest, were used to pay down the Company's lines of credit. The entities owning Beverly Center, Dolphin Mall, Fairlane Town Center, Twelve Oaks Mall, and The Shops at Willow Bend are guarantors under the Agreement and the Company's $1.1 billion revolving credit agreement dated as of February 28, 2013, and will be unencumbered assets under both loans. The Agreement also contains various affirmative and negative covenants, including financial covenants, and events of default that are similar to TRG's existing revolving credit agreement.

Separately, the Company has entered into a forward interest rate swap agreement to reduce its exposure to interest rate fluctuations. The swap will effectively fix the interest rate on the $475 million loan to a rate of 3 percent beginning January 2, 2014 through its maturity date.

The foregoing description is qualified in its entirety by (i) the Agreement, a copy of which is attached hereto as Exhibit 4.1, (ii) the Guaranty, a copy of which is attached hereto as Exhibit 4.2, and (iii) Amendment No. 1 to the Revolving Credit Agreement, which incorporates the entity owning Beverly Center as a guarantor and makes certain other definitional changes, a copy of which is attached hereto as Exhibit 4.3, each of which is incorporated herein by reference.

The Company issued a press release on November 13, 2013 announcing the foregoing matters, a copy of which is attached hereto as Exhibit 99 and is incorporated herein by reference.



Item 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The disclosure set forth in Item 1.01 above is hereby incorporated by reference.



Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits


Exhibit  Description

  4.1    Term Loan Agreement, dated as of November 12, 2013, by and among The
         Taubman Realty Group Limited Partnership and JPMorgan Chase Bank N.A.,
         as Administrative Agent, and the various lenders and agents on the
         signatures pages thereto.
  4.2    Guaranty, dated as of November 12, 2013, by and among Dolphin Mall
         Associates LLC, Fairlane Town Center LLC, Twelve Oaks Mall, LLC, Willow
         Bend Shopping Center Limited Partnership, and La Cienega Partners
         Limited Partnership, in favor of JPMorgan Chase Bank, N.A., in its
         capacity as Administrative Agent for the Lenders under the Term Loan
         Agreement.
  4.3    Amendment No. 1 to Revolving Credit Agreement, dated as of November 12,
         2013, by and among The Taubman Realty Group Limited Partnership and JP
         Morgan Chase Bank N.A., as an Administrative Agent, and the various
         lenders and agents on the signatures pages thereto.
   99    Press Release, dated November 13, 2013, entitled "Taubman Announces the
         Closing of $475 million Unsecured Term Loan".


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