Attached files
| file | filename |
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| EX-99.1 - CapLease, Inc. | v190904_ex99-1.htm |
| EX-10.1 - CapLease, Inc. | v190904_ex10-1.htm |
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): July 16, 2010
CAPLEASE,
INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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1-32039
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52-2414533
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1065
Avenue of the Americas, New
York,
NY
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10018
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212) 217-6300
(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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material
Definitive Agreement.
On July
16, 2010, we entered into a first amended and restated credit agreement (the
“Amended Wells Credit Agreement”) with Wells Fargo Bank, National Association
(as successor by merger to Wachovia Bank, National Association). The
Amended Wells Credit Agreement amends and restates the terms of our existing
credit agreement, dated as of April 29, 2008 (the “Original Credit Agreement”),
with Wells Fargo Bank, National Association.
The
Amended Wells Credit Agreement principally amends the Original Credit Agreement
by:
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·
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establishing
a maximum revolving credit commitment of $140
million;
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·
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extending
the maturity date to July 16, 2013, from April 28,
2011;
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·
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setting
the interest rate on our borrowings at 30-day LIBOR plus 275 basis
points;
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·
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setting
the existing financial covenants of minimum liquidity (basically cash and
cash equivalents) at $12 million and minimum consolidated tangible net
worth (basically stockholders’ equity before accumulated depreciation and
amortization) at $360 million plus 75% of the aggregate net proceeds from
future equity offerings; and
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·
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establishing
new financial covenants of maximum corporate leverage (basically total
liabilities divided by total assets before accumulated depreciation and
amortization) of 80% and minimum interest coverage (basically EBITDA, or
net income before income taxes, interest expense, depreciation and
amortization, divided by interest expense) of
105%.
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We repaid
Wells Fargo Bank $13.4 million of principal at the closing of the Amended Wells
Credit Agreement, thereby reducing the amount we owe Wells Fargo under the
agreement to $96.4 million. We also agreed to repay Wells Fargo Bank
another $10 million of principal in four equal quarterly installments beginning
on October 1, 2010.
The
description of the Amended Wells Credit Agreement is qualified by reference to
the complete agreement that is attached hereto as an exhibit and is incorporated
herein by reference. A copy of the press release announcing the above
transaction is attached as Exhibit 99.1 hereto and incorporated herein by
reference.
Wells
Fargo Bank, National Association or their affiliates from time to time perform
investment banking and other financial services for us and our affiliates for
which they receive advisory or transaction fees, as applicable, plus
out-of-pocket expenses, of the nature and in amounts customary in the industry
for these financial services. We have in the past obtained long-term
mortgage financings on our owned property investments from Wells Fargo Bank,
National Association, and we may continue to do so in the
future. From time to time, we may sell assets to Wells Fargo Bank,
National Association or its affiliates on what we believe are fair market
terms.
Item
2.03. Creation of a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a
Registrant.
The
information required by this item is included in Item 1.01 and incorporated
herein by reference.
Item
9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
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Exhibit
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Description
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10.1
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First
Amended and Restated Credit Agreement among Caplease Debt Funding, LP, as
the borrower, PREFCO II Limited Partnership, as a guarantor, CapLease,
Inc., as a guarantor, Caplease, LP, as a guarantor, Caplease Services
Corp., as a guarantor, and Wells Fargo Bank, National Association, as
administrative agent and initial lender, dated as of July 16,
2010
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99.1
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Press
Release dated July 19,
2010
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2
SIGNATURES
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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CAPLEASE,
INC.
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By:
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/s/ Shawn P.
Seale
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Shawn
P. Seale
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Senior
Vice President, Chief Financial Officer
and
Treasurer
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Date: July
19, 2010