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Subsequent Events
12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events

NOTE 15 – SUBSEQUENT EVENTS

Refinancing of Revolving Credit Facility

On February 3, 2022, the Company entered into a second amended and restated credit agreement (the “Credit Agreement”) in respect of the Company’s Credit Facility with KeyBank National Association, individually and as administrative agent (“KeyBank”), KeyBanc Capital Markets Inc., PNC Capital Markets LLC and BofA Securities, Inc., as joint lead arrangers, and other lenders from time to time parties to the Credit Agreement (collectively, the “Lenders”). Pursuant to the Credit Agreement, the aggregate total commitments under the Credit Facility were increased from $350,000 to $475,000. The Credit Facility consists of the Revolving Credit Facility providing revolving credit commitments in an aggregate amount of $200,000 and a term loan facility (the term loans funded under such commitments, the Term Loan providing term loan commitments in an aggregate amount of $275,000 (increased from $150,000). The Revolving Credit Facility includes a sublimit of $25,000 for swingline loans and a sublimit of $25,000 for letters of credit. The Credit Agreement provides the Company with the ability from time to time to increase the size of the Credit Facility up to a total of $825,000, subject to certain conditions. The Company’s performance of its obligations under the Credit Agreement, including the payment of any outstanding indebtedness under the Credit Facility, is guaranteed by certain subsidiaries of the Company (the “Guarantors”), including each of the subsidiaries of the Company which owns or leases any of the properties included in the pool of unencumbered properties comprising the borrowing base. Additional properties may be added and removed from the pool so long as at any time there are at least fifteen unencumbered properties with an unencumbered pool value of $300,000 or more.

The Revolving Credit Facility matures on February 3, 2026, and the Company has the option to extend the maturity date for a period of one additional year subject to the payment of an extension fee and certain other conditions. The Term Loan matures on February 3, 2027.

Borrowings under the Credit Facility bear interest equal to (i) Adjusted Term SOFR (as defined below) plus a margin ranging from 130 basis points to 210 basis points, in the case of the Revolving Credit Facility, and 125 basis points to 205 basis points, in the case of the Term Loan or (ii) the alternate base rate plus a margin ranging from 30 basis points to 110 basis points, in the case of the Revolving Credit Facility, and 25 basis points to 105 basis points, in the case of the Term Loan, in each case depending on the Company’s leverage ratio. “Adjusted Term SOFR,” which is the initial benchmark under the Credit Agreement, is a rate based on the forward-looking term SOFR reference rate for the applicable interest period as of any date of determination, plus a spread adjustment ranging from 10 basis points to 25 basis points per annum based on the interest period then in effect. Adjusted Term SOFR interest periods will be one, three or six months, as selected by the Company. Effective as of the date on which the Company receives a rating of BBB- or better from S&P Global Ratings or a rating of Baa3 or better from Moody’s Investors Service, Inc. or any date thereafter on which the Company maintains such rating, the Company may elect that the interest rate be determined based on the Company’s credit rating rather than its leverage ratio (the “Ratings Based Pricing Election”). After making the Ratings Based Pricing Election, the applicable margin that will be added either to the alternate base rate or to Adjusted Term SOFR to determine the rate on amounts outstanding under the Credit Facility will be based on the Company’s then current credit rating. The Ratings Based Pricing Election will be irrevocable and will apply throughout the remaining term of the Credit Facility.

The Company will be required to pay interest only, on a monthly basis in arrears, during the term of the Credit Facility, with all outstanding principal and unpaid interest due upon termination of the Revolving Credit Facility or Term Loan, as applicable. The Company may prepay the Credit Facility, in whole or in part in an amount not less than $1,000, at any time without fees or penalty. The Credit Facility also requires the maintenance of certain financial covenants that are similar to the financial covenants of the original facility. The Credit Facility also provides for customary events of default which are substantially the same as those under the original facility. Upon the occurrence of an event of default, all amounts owed by the Company under the Credit Facility may be declared or may become immediately due and payable.

Repayment of mortgages using proceeds from line of credit

Subsequent to year end, the Company repaid the following mortgage loans:

Property Name

 

Date of payoff

 

Outstanding principal amount repaid

 

Dixie Valley

 

January 21, 2022

 

$

6,798

 

Eastside Junction

 

March 1, 2022

 

$

5,787

 

White City

 

March 7, 2022

 

$

47,579

 

Pentucket Shopping Center

 

March 15, 2022

 

$

14,700

 

The mortgage loans were paid off with draws on the Revolving Credit Facility totaling $75,000.

Announcement of the Company’s Estimated Per Share NAV

On March 4, 2022, the Company announced that the Company’s board of directors unanimously approved: (i) an Estimated Per Share NAV as of December 31, 2021; (ii) the same per share purchase price for shares issued under the DRP beginning with the first distribution payment to stockholders upon resumption of distributions and the DRP until the Company announces a new Estimated Per Share NAV, and (iii) that, in accordance with the Fourth SRP, beginning with repurchases in April 2022 and until the Company announces a new Estimated Per Share NAV, any shares accepted for ordinary repurchases and Exceptional Repurchases will be repurchased at 80% of the Estimated Per Share NAV.