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Revolving and Delayed Draw Term Loan Facility Credit Agreement
12 Months Ended
Dec. 31, 2022
Revolving and Delayed Draw Term Loan Facility Credit Agreement  
Revolving and Delayed Draw Term Loan Facility Credit Agreement

6. Revolving and Delayed Draw Term Loan Facility Credit Agreement

On April 21, 2022, INDUS entered into the Credit Agreement which provided for, among other things: (1) the addition of the DDTL Facility of $150,000 (see Note 5), pursuant to which up to three separate draws may be made prior to April 21, 2023, and (2) the transition from LIBOR to SOFR for floating rate borrowings for all purposes under the Credit Agreement. The DDTL Facility will mature on April 21, 2027. The Credit Agreement continues to include the $100,000 Revolving Credit Facility from the Original Credit Facility executed on August 5, 2021, however, the maturity of the Revolving Credit Facility has been extended to April 21, 2025. The two one-year extensions at the Company’s option under the Original Credit Facility remain in place under the Credit Facility. The Credit Facility also increases the uncommitted incremental facility, which, as amended, would enable the Company to increase the Credit Facility by up to $250,000 in the aggregate, for a total of $500,000.

Borrowings under the Credit Facility bear interest subject to a pricing grid for changes in the Company’s total leverage.  Based on the Company’s current leverage, as of December 31, 2022, the annual interest rates under the Credit Facility would be (i) SOFR plus 1.20% for revolving borrowings (the same applicable margin as under the Original Credit Facility), and (ii) SOFR plus 1.15% for term borrowings (compared with LIBOR plus 1.20% under the Original Credit Facility). The annual interest rate under the Original Credit Facility was one-month LIBOR plus 1.20% at the time the Original Credit Facility was replaced with the Credit Facility.

The Company made the first two of such draws under the DDTL Facility in May 2022 and December 2022 and as of December 31, 2022, INDUS had drawn $90,000 under the DDTL Facility (see Note 5).

Under the terms of the Credit Facility, INDUS must maintain: (i) a consolidated tangible net worth of $319,149 plus 75% of the aggregate increases in stockholders’ equity of the Company by reason of issuance or sale of equity of the Company after March 31, 2021; (ii) a fixed charge coverage ratio of (a) 1.25 to 1.0 through March 31, 2022, and (b)

1.50 to 1.0 on and after June 30, 2022; (iii) a maximum leverage ratio of total indebtedness to total assets of less than 60% on the last day of any fiscal quarter; (iv) a maximum secured leverage ratio of total secured indebtedness to total asset value of (a) 50% through December 31, 2022, and (b) 40% on and after March 31, 2023; (v) a minimum borrowing base of (a) $75,000 through December 30, 2022 (compared with $30,000 under the Original Credit Facility), (b) $125,000 from December 31, 2022 through December 30, 2023 (compared with $50,000 under the Original Credit Facility), and (c) $250,000 on and after December 31, 2023 (compared with $100,000 under the Original Credit Facility); and (vi) a minimum of (a) five industrial unencumbered properties from June 30, 2021 through December 30, 2023, and (b) eight industrial unencumbered properties on and after December 31, 2023.

As of December 31, 2022, the Company was in compliance with the covenants of the Credit Facility and based on the unencumbered properties pledged, the maximum amount available could be borrowed. In addition to the $90,000 drawn under the DDTL Facility, the Credit Facility also secures certain unused standby letters of credit aggregating $5,873 that are related to INDUS' development activities.

On March 17, 2021, INDUS executed an amendment (the “Revolving Credit Line Amendment”) to its $19,500 revolving credit line (the “Webster Credit Line” and, as amended by the Revolving Credit Line Amendment, the “Amended Webster Credit Line”) with Webster Bank that was scheduled to expire on September 30, 2021. The Revolving Credit Line Amendment increased the amount of the Amended Webster Credit Line from $19,500 to $35,000, while adding two industrial/logistics buildings to the collateral for the Amended Webster Credit Line. INDUS also had a credit line of $15,000 with Webster Bank that was used to finance certain property acquisitions (the “Acquisition Credit Line”). The Acquisition Credit Line was unsecured and also scheduled to expire on September 30, 2021. The Amended Webster Credit Line and the Acquisition Credit Line bore interest of one-month LIBOR plus 2.50% and one-month LIBOR plus 2.75%, respectively. The Amended Webster Credit Line and Acquisition Credit Line were replaced by the Original Credit Facility (see above).