Senior Debt | (4) Senior Debt On October 28, 2014, the Company, its Operating Partnership and certain subsidiaries of its Operating Partnership entered into a senior secured loan agreement (Senior Loan) with investment entities, or the Funds, managed by Senator Investment Group LP. The Senior Loan was a $192,000 facility with $71,000 designated as Tranche A, $101,000 designated as Tranche B and $20,000 designated as Tranche C and the deemed original issue discount. The Company has borrowed $69,200 under Tranche A and $95,800 under Tranche B for a total of $165,000. At June 30, 2015 and December 31, 2014, there was $165,000 of indebtedness outstanding under the Senior Loan and $20,000 of original issue discount, which is being accreted over the initial term of the Senior Loan, and Payment-in-Kind (PIK) is also accreted to debt. Accordingly, there was $191,529, net of $-0- of unamortized original issue discount, and deferred interest payable of $6,301, outstanding at June 30, 2015. There was $173,627, net of $12,877 of unamortized original issue discount, and deferred interest payable of $1,653, outstanding at December 31, 2014. On April 28, 2015, the Funds confirmed the Company's exercise of its option, as provided for under the Senior Loan, to extend the maturity date of the Senior Loan to October 28, 2015 from the original maturity date of April 28, 2015. As per the terms of the Senior Loan, in conjunction with the exercise of the option to extend, the Company paid a fee of approximately $874 to the lender, which is included in deferred financing costs in the accompanying consolidated balance sheet at June 30, 2015. The Company has concluded the extension of the maturity is a modification of the Senior Loan and therefore, the $874 fee paid to the lender should be amortized over the 6 month remaining term of the Senior Loan, and the increase in the make-whole fee is recorded using the effective interest rate of the 6 month remaining term of the Senior Loan. The relevant terms of the borrowing arrangement are as follows: · The borrowings under the Senior Loan bear interest at a current pay rate equal to 7% annum. The Company is current on its interest payments. · The borrowings under the Senior Loan were made in tranches and also accrue PIK interest at an annual rate of 3% compounded monthly on Tranche A amounts, and at an annual rate of 8% compounded monthly on Tranche B and C amounts. The weighted average of PIK interest was approximately 5% at June 30, 2015 and December 31, 2014. PIK interest amounted to $6,529 and $1,504 at June 30, 2015 and December 31, 2014, respectively, and is included in debt in the accompanying consolidated balance sheets. All PIK amounts are due at maturity. · The Company has the option to prepay the loans. With respect to any prepayment or repayment of (a) Tranche A, a make-whole fee in an amount equal to four percent (4%) of the outstanding balance of Tranche A will be payable; (b) Tranche B, a make-whole fee in an amount equal to five percent (5%) of the outstanding balance of Tranche B. The Company has accrued the make-whole fees due upon the maturity of the Senior Loan on October 28, 2015 on the straight line basis which approximates the effective interest rate. The amount of make whole fees accrued at June 30, 2015 and December 31, 2014 was $6,301 and $1,653, respectively, and is included in deferred interest in the accompanying consolidated balance sheets. · The borrowings under the Senior Loan are secured by first lien mortgages on all of the Company’s existing properties and pledges of equity interests in the Operating Partnership. · The obligations under the Senior Loan are guaranteed by the Company. · The Senior Loan contains affirmative and negative covenants, which include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements. · The Senior Loan contains financial covenants that require the maintenance of a minimum debt service coverage ratio as of the last day of any fiscal quarter of 1.1 to 1.0 and an annual amount of net operating income of not less than $12,200. · The Senior Loan is subject to acceleration upon certain specified events of default, including breaches of representations or covenants, failure to pay other material indebtedness, failure to pay taxes or a change of control of our company, as defined in the senior secured loan agreement. At June 30, 2015, the Company is in compliance with all covenants under the Senior Loan. |