| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 10, 2018, certain wholly owned subsidiaries of New Senior Investment Group Inc. (the “Company”), as borrowers (collectively, the “Borrowers”), entered into a seven-year term loan with KeyBank National Association (“Lender”) in the original principal amount of $720 million (the “Loan” and the agreements evidencing the same, the “Loan Documents”), which is secured by 50 independent living senior housing facilities owned by the Company and managed by Holiday Retirement (the “Holiday Portfolio”). A copy of the Company’s press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The Loan bears interest at a rate per annum equal to the sum of (i) LIBOR and (ii) 2.32%. The Loan is subject to a 0.75% origination fee and certain exit fees payable to the originating Lender for prepayment under certain circumstances. The Loan Documents contain customary representations, warranties and covenants and include customary events of default for financings of this type (with customary grace periods, as applicable).
Pursuant to the Loan Documents, the Company has guaranteed certain of the Borrowers’ obligations. Pursuant to such guaranty, the Company is required to maintain a minimum net worth of $150 million and liquidity of at least $15 million.
On October 10, 2018, the Company used the funds from the Loan to prepay all amounts due and owing under theone-year term loan with JPMorgan Chase Bank, National Association, as lender, in the original principal amount of $720 million, which was entered into on May 14, 2018 and secured by the Holiday Portfolio.
The foregoing description of the Loan Documents and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Master Multifamily Loan and Security Agreement – Senior Housing, dated as of October 10, 2018, by and among the Borrowers and Lender, and the Multifamily Note—Floating Rate, dated as of October 10, 2018, executed by the Borrowers in favor of Lender, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 hereto and are incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth above in Item 1.01 is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under anOff-Balance Sheet Arrangement of a Registrant. |
The information set forth above in Item 1.01 is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are being filed herewith:
| | |
Exhibit
No. | | Description |
| |
| 10.1 | | Master Multifamily Loan and Security Agreement – Senior Housing, dated as of October 10, 2018, by and among the entities listed on Schedule 1 thereto, as borrowers, and Lender |
| |
| 10.2 | | Multifamily Note - Floating Rate, dated as of October 10, 2018, executed by Borrowers in favor of Lender |
| |
| 99.1 | | Press Release, dated October 12, 2018 |
