Borrowing Arrangements | 5. Borrowing Arrangements AIG Loan Certain indirect subsidiaries of the Operating Partnership have entered into a senior secured loan agreement with investment entities managed by AIG Asset Management (the “AIG Loan”). As of September 30, 2019 and December 31, 2018, there was $120,000 of indebtedness outstanding under the AIG Loan. The AIG Loan bears interest at 4.08% per annum and has a seven-year term maturing in October, 2023. The AIG Loan provides for monthly payments of interest only for the first three years of the term and thereafter monthly principal and interest payments based on a 27-year amortization period. The borrowings under the AIG Loan are secured by first lien mortgages on the properties held by wholly-owned subsidiaries of Plymouth Industrial 20 LLC. The obligations under the AIG Loan are also guaranteed in certain circumstances by the Company and certain of the Operating Partnership’s wholly-owned subsidiaries. The AIG Loan agreement contains customary representations and warranties, as well as affirmative and negative covenants. The negative covenants 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 AIG Loan contains financial covenants that require minimum liquidity and net worth. The AIG Loan is subject to acceleration upon certain specified events of defaults, 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. The Company is in compliance with the respective covenants at September 30, 2019. As of November 1, 2019, the AIG Loan may be prepaid in full, but not in part, provided that up to three properties securing the AIG Loan may be released with the applicable portion of the AIG Loan being repaid, subject to paying a premium equal to the greater of (a) 1% of the outstanding principal and (b) the present value of the note as defined in the AIG Loan. Borrowings outstanding amounted to $117,688 and $117,263, net of $2,312 and $2,737 of unamortized debt issuance costs, at September 30, 2019 and December 31, 2018, respectively. Minnesota Life Loan On April 30, 2018, certain wholly-owned subsidiaries of the Operating Partnership entered into a secured loan agreement with Minnesota Life Insurance Company, or the Minnesota Life Loan, in the original principal amount of $21,500. The Minnesota Life Loan bears interest at 3.78% per annum and has a ten-year term, maturing on May 1, 2028. The Minnesota Life Loan provides for monthly payments of interest only for the first year of the term and thereafter monthly principal and interest payments based on a 30-year amortization period. The borrowings under the Minnesota Life Loan are secured by first lien mortgages on seven of the Company’s properties. The Minnesota Life Loan contains customary affirmative and negative covenants, including limitations with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. The Company is in compliance with the respective covenants at September 30, 2019. Borrowings outstanding amounted to $21,041 and $21,133, net of $330 and $367 of unamortized debt issuance costs, at September 30, 2019 and December 31, 2018, respectively. Transamerica Loan On July 10, 2018, certain wholly-owned subsidiaries (the “Borrowers”) of the Operating Partnership entered into a loan agreement with Transamerica Life Insurance Company (the “Transamerica Loan”) providing for commercial mortgage loans to the Borrowers in the aggregate principal amount of $78,000. The Transamerica Loan matures on August 1, 2028 and bears interest at the fixed rate of 4.35% per annum. The promissory notes (the “Notes”) evidencing the Transamerica Loan provided for the Borrowers to make monthly interest-only payments through August 2019 and thereafter equal monthly installments of principal plus accrued interest based on a 30-year amortization period. The Borrowers may repay the Transamerica Loan in whole or in part at any time, subject to paying a premium equal to the greater of (a) 1% of the prepayment amount and (b) the “Yield Protection Amount,” as defined in the Notes. The Transamerica Loan and the Notes contain customary events of default, including non-payment of principal or interest and bankruptcy. Any default under the Transamerica Loan or any Note will constitute a default under each of the other Notes. Each Borrower has guaranteed the payment obligations of all the other Borrowers under the Notes. The Borrowers are in compliance with all respective covenants at September 30, 2019. Borrowings outstanding amounted to $73,455 and $73,609, net of $1,064 and $1,011 of unamortized debt issuance costs, at September 30, 2019 and December 31, 2018, respectively. Fisher Park Mortgage On October 15, 2018, a wholly-owned subsidiary of the Operating Partnership assumed a mortgage (the “Fisher Park Mortgage”) with a balance of $13,907 as part of our acquisition of the property in greater Cincinnati. The Fisher Park Mortgage, held by JP Morgan Chase Bank, matures on January 1, 2027, bears interest at 5.229% and is secured by the property. The Fisher Park Mortgage requires monthly installments of principal plus accrued interest based on a 30-year amortization. As part of the allocation of the Fisher Park purchase price per ASC 805, the Company recorded a $92 discount on the assumed debt value. The Fisher Park Mortgage contains certain financial covenants, customary events of default, including non-payment of principal or interest and bankruptcy, and certain trigger events to occur upon the Debt Service Coverage Ratio going below certain thresholds as defined within the loan agreement. The borrower is in compliance with all covenants at September 30, 2019. Borrowings outstanding amounted to $13,634 and $13,783, net of $82 and $90 of unamortized fair market value discount, at September 30, 2019 and December 31, 2018, respectively. Allianz Loan On March 21, 2019, certain wholly-owned subsidiaries (the “Allianz Borrowers”) of the Operating Partnership entered into a loan agreement (the “Allianz Loan”) with Allianz Life Insurance Company of North America providing for commercial mortgage loans to the Allianz Borrowers in the aggregate principal amount of $63,115. The Allianz Loan matures on April 10, 2026 and bears interest at the fixed rate of 4.07% per annum. The promissory note (the “Allianz Note”) evidencing the Allianz Loan require the Allianz Borrowers to make monthly interest-only payments through April 2022 and thereafter the Allianz Note requires equal monthly installments of principal plus accrued interest based on a 30-year amortization period. The Allianz Borrowers may repay the Allianz Loan at any time, subject to paying a premium equal to the greater of (i) one percent (1%) of the amount of the principal indebtedness being prepaid and (ii) the difference between the present value of remaining payments up to maturity and the unpaid principal balance as defined within the Allianz Note. The Allianz Loan contains customary events of default, including non-payment of principal or interest and bankruptcy and certain trigger events to occur upon the Debt Service Coverage Ratio going below certain thresholds as defined within the loan agreement. The Allianz Borrowers are in compliance with all respective covenants at September 30, 2019. Borrowings outstanding amounted to $62,110, net of $1,005 of unamortized debt issuance costs, at September 30, 2019. South Park Mortgage On August 29, 2019, a wholly-owned subsidiary of the Operating Partnership assumed a mortgage (the “South Park Mortgage”) with a balance of $9,577 as part of our acquisition of the property in Memphis. The South Park Mortgage, held by Lincoln National, matures January 2022, bears interest at 3.41% and is secured by the property. The South Park Mortgage requires monthly installments of principal plus accrued interest based on a 30-year amortization. As part of the allocation of the South Park purchase price per ASC 805, the Company recorded a $65 premium on the assumed debt value. The South Park Mortgage contains certain covenants, customary events of default, including non-payment of principal or interest and bankruptcy. The borrower is in compliance with all covenants at September 30, 2019. Borrowings outstanding amounted to $9,622, inclusive of $62 of unamortized fair market value premium, at September 30, 2019. Orange Point Mortgage On August 30, 2019, a wholly-owned subsidiary of the Operating Partnership assumed a mortgage (the “Orange Point Mortgage”) with a balance of $21,004 as part of our acquisition of the 6-property portfolio in Cincinnati and Columbus. The Orange Point Mortgage, held by Ohio National Life Insurance Company, matures August 2024, bears interest at 4.14% and is secured by the properties. The Orange Point Mortgage requires monthly installments of principal plus accrued interest based on a 25-year amortization. As part of the allocation of the Orange Point purchase price per ASC 805, the Company recorded a $960 premium on the assumed debt value. The Orange Point Mortgage contains certain covenants, customary events of default, including non-payment of principal or interest and bankruptcy. The borrower is in compliance with all covenants at September 30, 2019. Borrowings outstanding amounted to $21,898, inclusive of $944 of unamortized fair market value premium, at September 30, 2019. Line of Credit Agreement On August 7, 2019 the Operating Partnership entered into an amended and restated credit agreement (the “New Credit Agreement”) with KeyBank National Association, or KeyBank, and the other lenders to increase our revolving credit facility to $100,000 with the ability to increase up to $200,000, subject to certain conditions. The New Credit Agreement extends the term of our initial line of credit agreement to August 2023 with two six-month extensions through August 2024. Borrowings under the New Credit Agreement bear interest at either (1) the base rate (determined from the highest of (a) KeyBank’s prime rate, (b) the federal funds rate plus 0.50% and (c) the one month LIBOR rate plus 1.0%) or (2) LIBOR, plus, in either case, a spread between 200 and 250 basis points depending on our total leverage ratio. At September 30, 2019 the interest rate was approximately 4.39%. The New Credit Agreement contains customary affirmative and negative and financial covenants, including limitations with respect to indebtedness, liens, investments, distributions, mergers and transactions with affiliates as outlined in the New Credit Agreement. The Company is in compliance with the respective covenants at September 30, 2019. The New Credit Agreement is secured by certain assets of the Operating Partnership and certain of its subsidiaries and includes the Company guarantee for the payment of all indebtedness under the New Credit Agreement. Borrowings outstanding amounted to $0 and $28,550 at September 30, 2019 and December 31, 2018, respectively, offset by unamortized debt issuance costs of $363, at December 31, 2018. Borrowings available under the New Credit Agreement amounted to $74,632, net of a letter of credit totaling $93, at September 30, 2019. Repayment of Debt KeyBank Bridge Loan On December 14, 2018, the Operating Partnership and certain of its subsidiaries entered into a loan agreement (the “KeyBank Bridge Loan”) with KeyBank. The KeyBank Bridge Loan provided for a secured loan in the amount of $63,115. On March 21, 2019, the Company used the proceeds of the Allianz Loan, along with additional working capital, to repay in full the KeyBank Bridge Loan. |