Government Properties Income Trust (Nasdaq: GOV) today announced that it has amended and restated the credit agreement for its existing $750 million unsecured revolving credit facility.
Prior to the amendment, GOV’s revolving credit facility had a maturity date of January 31, 2019, and required interest on drawings at LIBOR plus 125 basis points, subject to adjustments based on changes to GOV’s credit ratings. The maturity date of the amended revolving credit facility has been extended to January 31, 2023, and includes a borrower’s option to further extend the facility for two additional six-month periods in return for payment of a fee and provided certain conditions are met. Interest on drawings under the amended revolving credit facility have also been reduced to LIBOR plus 110 basis points, subject to adjustments based on changes to GOV’s credit ratings. In addition, the amended credit agreement includes a feature under which, in certain circumstances, the aggregate revolving credit facility commitments and borrowings in conjunction with outstanding principal associated with term loans may be increased to up to $2.5 billion.
The amended revolving credit facility will also remain in place following GOV’s pending merger with Select Income REIT (Nasdaq: SIR).
Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Inc. and Citigroup Global Markets Inc. acted as Joint Lead Arrangers for the amended credit facility. Banks participating in the amended credit facility are as follows:
Name of Institution
|Wells Fargo Bank, N.A.||Administrative Agent|
|Bank of America, N.A.||Co-Syndication Agent|
|Citibank, N.A.||Co-Syndication Agent|
|Mizuho Bank, Ltd.||Co-Documentation Agent|
|PNC Bank, N.A.||Co-Documentation Agent|
|Royal Bank of Canada||Co-Documentation Agent|
|Regions Bank||Co-Documentation Agent|
|Sumitomo Mitsui Banking Corp||Co-Documentation Agent|
|U.S. Bank, N.A.||Co-Documentation Agent|
|BMO Harris Bank N.A.||Lender|
|Branch Banking and Trust Company||Lender|
|Associated Bank, National Association||Lender|
|First Hawaiian Bank National Association||Lender|
|First Tennessee Bank||Lender|
|Barclays Bank PLC||Lender|
|Morgan Stanley Bank, N.A.||Lender|
|UBS AG, Stamford Branch||Lender|
|E.Sun Commercial Bank, Ltd.||Lender|
Government Properties Income Trust is a real estate investment trust, or REIT, which primarily owns properties located throughout the United States that are majority leased to government tenants and office properties in the metropolitan Washington, D.C. market area that are leased to government and private sector tenants. GOV is managed by the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative asset management company that is headquartered in Newton, MA.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER GOV USES WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE”, "WILL", “MAY” AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, GOV IS MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON GOV’S PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY GOV’S FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.
- CONTINUED AVAILABILITY OF BORROWINGS UNDER THE REVOLVING CREDIT FACILITY IS SUBJECT TO GOV’S SATISFYING CERTAIN FINANCIAL COVENANTS AND OTHER CREDIT FACILITY CONDITIONS THAT GOV MAY BE UNABLE TO SATISFY.
- GOV HAS THE OPTION TO EXTEND THE MATURITY DATE OF THE REVOLVING CREDIT FACILITY UPON PAYMENT OF A FEE AND MEETING OTHER CONDITIONS; HOWEVER, THE APPLICABLE CONDITIONS MAY NOT BE MET.
- ACTUAL COSTS UNDER THE REVOLVING CREDIT FACILITY WILL BE HIGHER THAN LIBOR PLUS A PREMIUM BECAUSE OF FEES AND EXPENSES ASSOCIATED WITH SUCH FACILITY.
- THE PREMIUMS USED TO DETERMINE THE INTEREST RATE PAYABLE ON THE REVOLVING CREDIT FACILITY AND THE FACILITY FEE PAYABLE ON THE REVOLVING CREDIT FACILITY ARE BASED ON GOV’S CREDIT RATINGS. FUTURE CHANGES IN GOV’S CREDIT RATINGS MAY CAUSE THE INTEREST AND FEES GOV PAYS TO INCREASE.
- THIS PRESS RELEASE STATES THAT THE MAXIMUM BORROWING AVAILABILITY UNDER THE CREDIT AGREEMENT MAY BE INCREASED TO UP TO $2.5 BILLION IN CERTAIN CIRCUMSTANCES; HOWEVER, INCREASING THE MAXIMUM BORROWING AVAILABILITY UNDER THE CREDIT AGREEMENT IS SUBJECT TO GOV’S OBTAINING ADDITIONAL COMMITMENTS OR TERM LOANS FROM LENDERS, WHICH MAY NOT OCCUR.
- THE CLOSING OF GOV’S PENDING MERGER WITH SIR IS SUBJECT TO THE SATISFACTION OR WAIVER OF CONDITIONS, INCLUDING THE RECEIPT OF REQUISITE APPROVALS BY GOV’S AND SIR’S SHAREHOLDERS. GOV CANNOT BE SURE THAT ANY OR ALL OF SUCH CONDITIONS WILL BE SATISFIED OR WAIVED. ACCORDINGLY, THE MERGER MAY NOT CLOSE WHEN EXPECTED, OR AT ALL, OR THE TERMS OF THE MERGER MAY CHANGE.
THE INFORMATION CONTAINED IN GOV’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER THE CAPTION “RISK FACTORS” IN GOV’S PERIODIC REPORTS, OR INCORPORATED BY REFERENCE THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE GOV’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED IN OR IMPLIED BY GOV’S FORWARD LOOKING STATEMENTS. GOV’S FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
EXCEPT AS REQUIRED BY LAW, GOV DOES NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.