UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities Registered Pursuant to Section 12(b) of the Act
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed by Alpine Income Property Trust, Inc. (the “Company”) in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 25, 2021, the Company, as parent guarantor, Alpine Income Property OP, LP, as borrower (the “Borrower”), and certain subsidiaries of the Company entered into a term loan credit agreement, dated as of May 21, 2021, with Truist Bank, N.A., as administrative agent, and certain other lenders named therein (the “2026 Term Loan Credit Agreement”) for a term loan in an aggregate principal amount of $60 million with a maturity of five years (the “2026 Term Loan”). Subject to certain terms and conditions set forth in the 2026 Term Loan Credit Agreement, the Borrower may request up to three incremental term loan commitments in an aggregate amount not to exceed $100 million (the “2026 Term Loan Accordion Feature”).
On April 14, 2022, the Borrower exercised a portion of the 2026 Term Loan Accordion Feature by entering into the Amendment, Increase and Joinder to the 2026 Term Loan Credit Agreement (the “2026 Term Loan Amendment”), which increased the term loan commitment under the 2026 Term Loan by $40 million to an aggregate of $100 million. Following such exercise, and subject to certain terms and conditions set forth in the 2026 Term Loan Credit Agreement, the Borrower may request additional lender commitments under the 2026 Term Loan of up to an additional $60 million.
As previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on October 4, 2021, the Company, as parent guarantor, the Borrower, and certain subsidiaries of the Company entered into a term loan credit agreement, dated as of September 30, 2021, with KeyBank National Association, as administrative agent, and certain other lenders named therein (the “2027 Term Loan Credit Agreement”) for a term loan in an aggregate principal amount of $80 million maturing in January 2027 (the “2027 Term Loan”). Subject to certain terms and conditions set forth in the 2027 Term Loan Credit Agreement, the Borrower may request up to three incremental term loan commitments in an aggregate amount not to exceed $120 million (the “2027 Term Loan Accordion Feature”).
On April 14, 2022, the Borrower exercised a portion of the 2027 Term Loan Accordion Feature by entering into the Amendment, Increase and Joinder to the 2027 Term Loan Credit Agreement (the “2027 Term Loan Amendment”), which increased the term loan commitment under the 2027 Term Loan by $20 million to an aggregate of $100 million. Following such exercise, and subject to certain terms and conditions set forth in the 2027 Term Loan Credit Agreement, the Borrower may request additional lender commitments under the 2027 Term Loan of up to an additional $120 million.
The aggregate proceeds received of $60 million were used to pay down the Company’s revolving credit facility.
The foregoing summaries of the 2026 Term Loan Credit Agreement, 2026 Term Loan Amendment, 2027 Term Loan Credit Agreement and 2027 Term Loan Amendment do not purport to be complete and are qualified in their entirety by reference to the 2026 Term Loan Credit Agreement, 2026 Term Loan Amendment, 2027 Term Loan Credit Agreement and 2027 Term Loan Amendment, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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10.3 |
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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.
Date: April 15, 2022
Alpine Income Property Trust, Inc.
By: /s/ Matthew M. Partridge
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)