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EX-1.1 - EX-1.1 - Black Creek Diversified Property Fund Inc.d851454dex11.htm

 

 

UNITED STATES

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): January 13, 2015

 

 

DIVIDEND CAPITAL DIVERSIFIED PROPERTY FUND INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland   000-52596   30-0309068

(State or other jurisdiction

of incorporation)

  (Commission
File No.)
 

(I.R.S. Employer

Identification No.)

 

518 Seventeenth Street, 17th Floor, Denver CO   80202
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (303) 228-2200

 

 

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):

 

¨ 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))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

The information discussed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

 

Item 1.02. Termination of a Material Definitive Agreement.

The information discussed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

Terms of the Agreement

On January 13, 2015, Dividend Capital Total Realty Operating Partnership LP, a subsidiary of Dividend Capital Diversified Property Fund Inc. (the “Company ,” “we,” “us,” or “our”), as Borrower, entered into a credit agreement providing for a $550 million senior unsecured term loan and revolving line of credit (collectively, the “Facility”) with a syndicate of 14 lenders led by Bank of America, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, and PNC Bank, National Association, as Co-Syndication Agents. The Lenders are Bank of America, N.A.; Wells Fargo Bank, National Association; PNC Bank, National Association; US Bank National Association; Fifth Third Bank; TD Bank, N.A.; Regions Bank; Capital One, National Association; Keybank, National Association; Associated Bank, N.A.; Bank of the West; JPMorgan Chase Bank, N.A.; MUFG Union Bank, N.A.; and Raymond James Bank, N.A. The Facility provides the Borrower with the ability from time to time to increase the size of the Facility up to a total of $900 million less the amount of any prepayments under the term loan component of the Facility, subject to receipt of lender commitments and other conditions. Because many members of the lending group participated as lenders in the Old Facility (as defined and described below), the credit agreement for the new Facility is an amended and restated form of the credit agreement for the Old Facility.

The $550 million Facility consists of a $400 million revolving credit facility (the “Revolving Credit Facility”) and a $150 million term loan (the “Term Loan”). The Revolving Credit Facility contains a sublimit of $50 million for letters of credit and a sublimit of $50 million for swing line loans. The primary interest rate for the Revolving Credit Facility is based on LIBOR, plus a margin ranging from 1.40% to 2.30%, depending on our consolidated leverage ratio. The maturity date of the Revolving Credit Facility is January 31, 2019 and contains one 12-month extension option that the Borrower may exercise upon (i) payment of an extension fee equal to 0.15% of the sum of the amount outstanding under the Revolving Credit Facility and the unused portion of the Revolving Credit Facility at the time of the extension, and (ii) compliance with the other conditions set forth in the credit agreement. The primary interest rate for the Term Loan is based on LIBOR, plus a margin ranging from 1.35% to 2.20%, depending on our consolidated leverage ratio. The maturity date of the Term Loan is January 31, 2018 and contains two 12-month extension options that the Borrower may exercise upon (i) payment of an extension fee equal to 0.125% of the sum of the amount outstanding under the Term Loan at the time of each extension, and (ii) compliance with the other conditions set forth in the credit agreement. Based on our current consolidated leverage ratio, we can elect to borrow at LIBOR, plus 1.40% and LIBOR, plus 1.35% for the Revolving Credit Facility and Term Loan, respectively, or alternatively, we can choose to borrow at a “base rate” equal to (i) the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate announced by Bank of America, N.A., and (c) LIBOR plus 1.0%, plus (ii) a margin ranging from 0.40% to 1.30% for base rate loans under the Revolving Credit Facility or a margin ranging from 0.35% to 1.20% for base rate loans under the Term Loan. If the “base rate” is less than zero, it will be deemed to be zero for purposes of the Facility. If the Borrower or the Company obtains two investment grade ratings as further detailed in the credit agreement, the Borrower will have a one-time option to elect to have the interest rate for the Revolving Credit Facility and the Term Loan convert to a ratings grid pricing methodology, with payment of the additional facility fee described below.

Fees

The Borrower must pay to the Administrative Agent a quarterly unused Revolving Credit Facility fee that equals the amount of the Revolving Credit Facility unused by the Borrower on a given day multiplied by either (i) 0.20% on an annualized basis if more than 50% of the Revolving Credit Facility is being used or, (ii) 0.25% on an annualized basis if less than or


equal to 50% of the Revolving Credit Facility is being used. Until the earlier of the date on which the Term Loan is fully dispersed, or July 11, 2015, the Borrower must also pay to the Administrative Agent a quarterly Term Loan unused fee that equals the amount of the Term Loan unused by the Borrower on a given day multiplied by 0.25% on an annualized basis.

Commencing at such time as the Borrower elects that the interest rate for the Revolving Credit Facility and the Term Loan should be calculated based upon the Borrower’s investment grade rating, the Borrower must pay to the Administrative Agent a quarterly facility fee equal to the applicable interest rate based upon the Borrower’s rating times the actual daily amount of the aggregate amount of the commitments that are outstanding under the Revolving Credit Facility.

Guarantees and Covenants

Borrowings under the Facility are guaranteed by the Company and certain of its subsidiaries. The Facility requires the maintenance of certain financial covenants, including: (i) consolidated leverage ratio; (ii) consolidated fixed charge coverage ratio; (iii) consolidated tangible net worth; (iv) secured indebtedness to total asset value; (v) secured recourse indebtedness to total asset value; (vi) unencumbered asset pool leverage ratio; (vii) unsecured interest coverage ratio; and (viii) unencumbered property pool criteria. The Facility provides the flexibility to move assets in and out of the unencumbered property pool during the term of the Facility.

In addition, the Facility contains customary affirmative and negative covenants, which, among other things, require the Borrower to deliver to the Lenders specified quarterly and annual financial information, and limit the Borrower and/or the Company, subject to various exceptions and thresholds from: (i) creating liens on the unencumbered asset pool; (ii) merging with other companies or changing ownership interest; (iii) selling all or substantially all of its assets or properties; (iv) entering into transactions with affiliates, except on an arms-length basis; (v) making certain types of investments; (vi) changing the nature of the Company’s business; and (vii) if the Borrower is in default under the Facility, paying certain distributions or certain other payments to affiliates.

Repayment

The Facility permits voluntary prepayment of principal and accrued interest without premium or penalty and contains various customary events of default, which are described therein. As is customary in such financings, if an event of default occurs under the Facility, the Lenders may accelerate the repayment of amounts outstanding under the Facility and exercise other remedies subject, in certain instances, to the expiration of an applicable cure period.

Use of Proceeds

Borrowings under the Facility are available for general business purposes including, but not limited to, refinancing of existing indebtedness and financing the acquisition of permitted investments, including commercial properties. Upon entering into the Facility on January 13, 2015, we borrowed $280 million on the Revolving Credit Facility and $100 million on the Term Loan. We primarily used the proceeds from the Facility to repay the following borrowings:

Senior Unsecured Revolving Term Loan and Line of Credit

On January 13, 2015, we replaced our existing $620 million senior unsecured term loan and revolving line of credit (the “Old Facility”) with a syndicate of 12 lenders led by Bank of America, N.A., as Administrative Agent, and PNC Bank, National Association, and Wells Fargo Bank, National Association, as Co-Syndication Agents. The Lenders under the Old Facility were Bank of America, N.A.; PNC Bank, National Association; Wells Fargo Bank, National Association; Regions Bank; US Bank National Association; Key Bank, National Association; Union Bank, N.A.; Fifth Third Bank; JPMorgan Chase Bank, N.A; Capital One, National Association; Bank of the West; and Raymond James Bank, N.A. The Old Facility consisted of a $350 million revolving credit facility with a maturity date of January 31, 2016, and contained two 12-month extension options, and a $270 million term loan with a maturity date of January 31, 2018, which contained no extension options.


In connection with the replacement of the Old Facility, we repaid $380 million of outstanding borrowings. The interest rate on the $380 million outstanding under the Old Facility that was repaid in full upon entering into the Facility was 1.88%.

Furthermore, the replacement of the Old Facility on a pro forma basis as of September 30, 2014 would result in a decrease of our overall weighted average interest rate from 4.67% to 4.63% and an increase of our weighted average debt maturity by 0.3 years, before consideration of any available extension options.

The table below reflects our contractual debt maturities as of January 13, 2015, upon the closing of the Facility and our repayment of amounts due under the Old Facility:

 

     As of January 13, 2015  
     Mortgage Notes and Other Secured
Borrowings
     Unsecured Borrowings      Total  

Year Ending December 31,

   Number of
Borrowings
Maturing
     Outstanding
Balance
     Number of
Borrowings
Maturing
     Outstanding
Balance (1)
     Outstanding
Balance (2)
 

2015

     5         113,133         —           —           113,133   

2016

     11         329,728         —           —           329,728   

2017

     6         209,721         —           —           209,721   

2018

     —           4,999         1         100,000         104,999   

2019

     —           5,292         1         280,000         285,292   

2020

     1         157,944         —           —           157,944   

2021

     —           1,707         —           —           1,707   

2022

     1         1,663         —           —           1,663   

2023

     —           978         —           —           978   

2024

     1         1,034         —           —           1,034   

Thereafter

     1         5,397         —           —           5,397   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     26       $ 831,596         2       $ 380,000       $ 1,211,596   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Unsecured borrowings presented include (i) borrowings under our Revolving Credit Facility of $280 million, which mature in 2019, subject to one 12-month extension option, and (ii) Term Loan borrowings of $100.0 million, which mature in 2018, subject to two 12-month extension options.
(2) Outstanding balance represents expected cash outflows for contractual amortization and scheduled balloon payment maturities and does not include (i) the increase due to mark-to-market adjustment on assumed debt, and (ii) the decrease due to the GAAP principal amortization of our restructured mortgage note that does not reduce the contractual amount due of the related mortgage note as of January 13, 2015.

 

Item 9.01. Financial Statements and Exhibits.

 

1.1 Credit Agreement*

 

* Filed or furnished herewith


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    Dividend Capital Diversified Property Fund Inc.
January 13, 2015     By:   /S/    M. KIRK SCOTT
     

M. Kirk Scott

Chief Financial Officer