Attached files
| file | filename |
|---|---|
| EX-10.1 - Education Realty Trust, Inc. | v167405_ex10-1.htm |
| EX-99.1 - Education Realty Trust, Inc. | v167405_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO
SECTION
13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): November 24, 2009 (November 20,
2009)
Education
Realty Trust, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Maryland
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001-32417
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20-1352180
|
||
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(State or Other Jurisdiction of
Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
No.)
|
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530 Oak Court Drive, Suite
300
Memphis,
Tennessee
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38117
|
|
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(Address of Principal Executive
Offices)
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(Zip
Code)
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901-259-2500
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
November 20, 2009, Education Realty Operating Partnership, LP and certain of its
subsidiaries (the “Borrower”), each of which is an indirectly owned subsidiary
of Education Realty Trust, Inc. (the “Company”), entered into a Second Amended
and Restated Credit Agreement (the “Second Amended Revolver”) with the lenders
party thereto (collectively, the “Lenders”), KeyBank, National Association, as
Administrative Agent (the “Agent”), Regions Bank, as Syndication Agent, PNC
Bank, National Association, as Documentation Agent and Keybanc Capital Markets
and Regions Capital Markets as Co-Bookrunners and Co-Lead
Arrangers.
The
Second Amended Revolver amends and restates the existing secured revolving
credit facility dated March 30, 2006 in the amount of $100 million which was
scheduled to mature on March 30, 2010 (the “Amended Revolver”). The Second
Amended Revolver provides for a $95 million senior secured revolving credit
facility which within the first two years of the agreement may be expanded to a
total of $150 million by the Lenders, upon satisfaction of certain conditions.
The Second Amended Revolver has a term of three years and matures on November
20, 2012, provided that the Borrower may extend the maturity date for one year
subject to certain conditions. As of the date of the Second Amended Revolver,
the Borrower had existing borrowings outstanding on the Amended Revolver of
approximately $26 million. These borrowings along with $2 million of
letter of credit commitments were rolled over to and remain outstanding under
the terms of the Second Amended Revolver.
The
Company will serve as the guarantor for any funds borrowed by the Borrower under
the Second Amended Revolver. The Second Amended Revolver will initially be
secured by cross-collateralized mortgages on five of the Company’s otherwise
unmortgaged student housing communities.
The
interest rate per annum applicable to the Second Amended Revolver is, at the
Borrower’s option, equal to a base rate or LIBOR plus an applicable margin based
upon its then existing leverage.
The
Second Amended Revolver contains customary affirmative and negative covenants
and also contains financial covenants that, among other things, require the
Company and its subsidiaries to maintain certain minimum ratios of “EBITDA”
(earnings before interest, taxes, depreciation, amortization or extraordinary
items) as compared to interest expense and total fixed charges. The financial
covenants also include consolidated net worth and leverage ratio
tests.
The
amount available to the Borrower and the Borrower’s ability to borrow from time
to time under the Second Amended Revolver is subject to certain conditions and
the satisfaction of specified financial covenants, which include limitations on
distributions to the Company’s stockholders.
If any
event of default under the Second Amended Revolver occurs, the Agent, at the
request of the Lenders, may terminate all commitments, declare immediately due
all outstanding borrowings under the Second Amended Revolver and foreclose upon
the collateral if necessary.
The
foregoing description of the Second Amended Revolver does not purport to be
complete and is qualified in its entirety by the terms of the Second Amended and
Restated Credit Agreement which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated by reference herein.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Second
Amended and Restated Credit Agreement dated as of November 20, 2009 among
Education Realty Operating Partnership, LP, and certain of its
subsidiaries, as Borrower, the lenders party thereto and KeyBank, National
Association, as Administrative Agent, Regions Bank, as Syndication Agent,
PNC Bank, National Association, as Documentation Agent and Keybanc Capital
Markets and Regions Capital Markets as Co-Bookrunners and Co-Lead
Arrangers
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99.1
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Press
Release, dated November 23, 2009, announcing entry into Second Amended and
Restated Credit Agreement
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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EDUCATION
REALTY TRUST, INC.
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||
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Date: November 24,
2009
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By:
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/s/ Randall H.
Brown
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Randall H.
Brown
Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
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||
INDEX
TO EXHIBITS
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Exhibit
No.
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Description
|
|
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10.1
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Second
Amended and Restated Credit Agreement dated as of November 20, 2009 among
Education Realty Operating Partnership, LP, and certain of its
subsidiaries, as Borrower, the lenders party thereto and KeyBank, National
Association, as Administrative Agent, Regions Bank, as Syndication Agent,
PNC Bank, National Association, as Documentation Agent and Keybanc Capital
Markets and Regions Capital Markets as Co-Bookrunners and Co-Lead
Arrangers
|
|
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99.1
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Press
Release, dated November 23, 2009, announcing entry into Second Amended and
Restated Credit Agreement
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