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AAT > SEC Filings for AAT > Form 8-K on 9-Jan-2014All Recent SEC Filings

Show all filings for AMERICAN ASSETS TRUST, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AMERICAN ASSETS TRUST, INC.


9-Jan-2014

Entry into a Material Definitive Agreement, Creation of a Direct Fina


Item 1.01 Entry into a Material Definitive Agreement.

On January 9, 2014, American Assets Trust, Inc. (the "Company") and American Assets Trust, L.P. (the "Operating Partnership") entered into the Amended and Restated Credit Agreement (the "Amended and Restated Credit Facility") with the lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and other entities named therein, which amends and restates their Credit Agreement, dated January 19, 2011, as subsequently amended (the "Initial Credit Agreement").

The Amended and Restated Credit Facility provides for aggregate, unsecured borrowings of up to $350 million, consisting of a revolving line of credit of $250 million (the "Revolver Loan") and a term loan of $100 million (the "Term Loan").

Borrowings under the Amended and Restated Credit Facility initially bear interest at floating rates equal to, at the Company's option, either (1) LIBOR, plus a spread which ranges from (a) 1.35%-1.95% (with respect to Revolver Loans) and (b) 1.30% to 1.90% (with respect to the Term Loan), in each case based on the Company's consolidated leverage ratio, or (2) a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 50 bps or (c) the Eurodollar rate plus 100 bps, plus a spread which ranges from (i) 0.35%-0.95% (with respect to Revolver Loans) and (ii) 0.30% to 0.90% (with respect to the Term Loan), in each case based on the Company's consolidated leverage ratio. The foregoing rates are more favorable than previously contained in the Initial Credit Agreement. If the Company obtains an investment-grade debt rating, under the terms set forth in the Amended and Restated Credit Facility, the spreads will further improve.

The Revolver Loan initially matures on January 9, 2018, subject to the Company's option to extend the Revolver Loan up to two times, with each such extension for a six-month period. The Term Loan initially matures on January 9, 2016, subject to the Company's option to extend the Term Loan up to three times, with each such extension for a 12-month period. The foregoing extension options are exercisable by the Company subject to the satisfaction of certain conditions. Concurrent with the closing of the Amended and Restated Credit Facility, the Company entered into an interest rate swap agreement that is intended to fix the interest rate associated with the Term Loan at approximately 3.08% through its maturity date and extension options, subject to adjustments based on the Company's consolidated leverage ratio.

Certain of the banks and financial institutions that are parties to the Amended and Restated Credit Facility and their respective affiliates have in the past provided, are currently providing, and in the future may continue to provide investment banking, commercial banking and other financial services to the Company and its affiliates in the ordinary course of business for which they have received and will receive customary compensation.

The foregoing description of the Amended and Restated Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Credit Facility, which is filed as Exhibit 10.1 hereto, 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 Registrant.

The terms of the direct financial obligations are summarized in Item 1.01 of this Form 8-K and are incorporated by reference into this Item 2.03.



Item 7.01 Regulation FD Disclosure.

On January 9, 2014, the Company issued a press release announcing the Amended and Restated Credit Facility. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Item 7.01 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for any purposes, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.


Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:
The following exhibits are filed herewith:

Exhibit Number   Exhibit Description
    10.1*        Amended and Restated Credit Agreement, dated January 9, 2014, by and
                 among the Company, the Operating Partnership, Bank of America, N.A., as
                 Administrative Agent, Swing Line Lender and L/C Issuer, and other
                 entities named therein.
    99.1*        Press Release issued by American Assets Trust, Inc. on January 9, 2014.


_____________________


* Furnished herewith


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