UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On June 29, 2021, Acadia Realty Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and its general partner, Acadia Realty Trust, a Maryland real estate investment trust (the “Company”), entered into a Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Facility”) with Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association, Truist Bank, and PNC Bank, National Association, as syndication agents, BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners, and BofA Securities, Inc., Wells Fargo Securities, LLC, Truist Bank and PNC Capital Markets LLC, as joint lead arrangers and the lenders party thereto. The Second Amended and Restated Credit Facility amends and restates the Amended and Restated Credit Agreement entered into on February 20, 2018 by and among the Operating Partnership, as borrower, the Company and certain subsidiaries of the Operating Partnership from time to time party thereto, as guarantors, Bank of America, N.A., as administrative agent and swing line lender, PNC Bank, National Association and Wells Fargo Bank, National Association and TD Bank, N.A., as co-documentation agents, BofA Securities, Inc. as joint lead arranger and sole bookrunner, and PNC Capital Markets LLC and Wells Fargo Securities, LLC, as joint lead arrangers, as amended by the first amendment dated April 2, 2019, the second amendment dated October 8, 2019 and the third amendment dated December 17, 2020 (as amended, the “Existing Credit Facility”).
The Second Amended and Restated Credit Facility provides for an increase in the existing revolving credit facility from $250.0 million to $300.0 million and the extension of the term to June 29, 2025 (with an option to extend the maturity date for an additional six months up to two times), which includes the capacity to issue letters of credit in an amount of up to $60.0 million, and an increase in the term loan facility from $350.0 million to $400.0 million and the extension of the term to June 29, 2026. The Second Amended and Restated Credit Facility has an accordion feature to increase its capacity to up to $900.0 million at the option of the Operating Partnership, subject to certain customary conditions.
The Company and certain subsidiaries of the Operating Partnership are the guarantors of the obligations of the Operating Partnership under the Second Amended and Restated Credit Facility. Prior to obtaining a credit rating of at least BBB- from S&P or Baa3 from Moody’s, each subsidiary that owns properties included in calculating compliance with financial covenants will be required to be a guarantor under the Second Amended and Restated Credit Facility.
Borrowings under the revolving credit facility and the term loan facility will accrue interest at the London Interbank Offered Rate (“LIBOR”) plus an applicable margin or at the base rate plus an applicable margin. The base rate is the highest of (i) the Federal Funds Rate plus 0.500%, (ii) the Bank of America prime rate, and (iii) one-month LIBOR determined two banking days prior to such date plus 1.000%. The applicable margin is a percentage per annum based on (i) a pricing level determined by the Company’s leverage ratio, or (ii) a pricing level determined by the Company’s debt ratings if the Operating Partnership makes an irrevocable credit rating election after obtaining a credit rating of at least BBB- from S&P or Baa3 from Moody’s.
The Operating Partnership has the right to terminate or reduce unused commitments under any facility without penalty or premium. The revolving credit facility is subject to a facility fee in an amount equal to the Operating Partnership’s revolving credit commitments (whether or not utilized) multiplied by a rate per annum equal to 20 basis points to 35 basis points, depending on the Operating Partnership’s leverage ratio, or, if the Operating Partnership makes the credit rating election after obtaining a credit rating of at least BBB- from S&P or Baa3 from Moody’s, in an amount equal to the aggregate amount of the Operating Partnership’s revolving credit commitments (whether or not utilized) multiplied by a rate per annum equal to 12.5 basis points to 30 basis points, depending upon the credit rating. Unused amounts under the facility are not subject to a separate fee.
The Second Amended and Restated Credit Facility is subject to compliance with a number of customary restrictive covenants, including financial covenants. The Second Amended and Restated Credit Facility also includes certain limitations on dividend payouts and distributions, and other customary affirmative and negative covenants.
The above summary of the Second 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 Second Amended and Restated Credit Facility, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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 under Item 1.01 of this Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
Description |
Second Amended and Restated Credit Agreement dated as of June 29, 2021, by and among Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association, Truist Bank, and PNC Bank, National Association, as syndication agents, BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners, and BofA Securities, Inc., Wells Fargo Securities, LLC, Truist Bank and PNC Capital Markets LLC, as joint lead arrangers and the lenders party thereto |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ACADIA REALTY TRUST |
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Dated: July 1, 2021 |
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(Registrant) |
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By: |
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/s/ John Gottfried |
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Name: |
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John Gottfried |
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Title: |
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Sr. Vice President and Chief Financial Officer |