| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 16, 2021, City Office REIT Operating Partnership, L.P. (the “Operating Partnership”), the operating partnership of City Office REIT, Inc. (the “Company”), entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”), dated as of November 16, 2021, by and among the Operating Partnership, as borrower, the Company and certain of its subsidiaries, as guarantors, KeyBank National Association (“KeyBank”), as lender, agent and swing loan lender, the other lending institutions party thereto, as lenders, and Keybanc Capital Markets (“Keybanc Markets”), as sole lead arranger and sole book manager, to amend and restate the existing credit agreement, dated as of March 15, 2018 (the “Existing Credit Agreement”).
The Amended and Restated Credit Agreement relates to a $300 million revolving credit facility (the “Revolving Credit Facility”). Up to $25 million of the Revolving Credit Facility is available for swingline loans. Additionally, the Operating Partnership has the right to request an increase, subject to customary terms and conditions, of the Revolving Credit Facility up to a maximum of $500 million in minimum $25 million increments, which shall be arranged by a lead arranger on a best efforts basis. The maturity date of the Revolving Credit Facility is November 16, 2025; provided, however, that the Operating Partnership has the option to extend borrowings under the Revolving Credit Facility for an additional 12 months under certain circumstances. The Operating Partnership may prepay the Revolving Credit Facility, in whole or in part, at any time without fees or penalty, except for breakage costs associated with LIBOR borrowings. The Amended and Restated Credit Agreement contains customary representations and warranties, financial covenants, negative covenants, affirmative covenants and events of default.
Borrowings under the Revolving Credit Facility will bear an interest at a rate equal to the LIBOR rate or the base rate plus the applicable margin. The Revolving Credit Facility requires quarterly payments of interest only, but requires mandatory prepayments under certain circumstances as set forth in the Amended and Restated Credit Agreement. All obligations under the Amended and Restated Credit Agreement are unconditionally guaranteed by the Company.
The Amended and Restated Credit Agreement replaced the previously disclosed Existing Credit Agreement, entered into by and among the Operating Partnership, as borrower, the Company and certain subsidiaries, as guarantors, KeyBank, as lender, agent and swing loan lender, the other lending institutions party thereto, as lenders, and Keybanc Markets, as sole lead arranger and sole book manager, which provided a $250 million unsecured revolving credit facility that was scheduled to mature on March 15, 2022.
The foregoing description of the Amended and Restated Credit Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the full text of the Amended and Restated Credit Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01(Entry into a Material Definitive Agreement) above is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
Number | | Description |
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| 10.1 | | Amended and Restated Credit Agreement dated as of November 16, 2021 by and among City Office REIT Operating Partnership, L.P., as borrower, City Office REIT, Inc. and certain of its subsidiaries, as guarantors, KeyBank National Association, as lender, agent and swing loan lender, the other lending institutions parties named therein, as lenders, and Keybanc Capital Markets, as sole lead arranger and sole book manager. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
