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 1.02. Termination of 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 1.02.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Amended and Restated Credit Agreement
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 October 4, 2021, the Company, as parent guarantor, Alpine Income Property OP, LP, as borrower (the “Borrower”), and certain subsidiaries of the Company previously 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”).
As previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on April 18, 2022, on April 14, 2022, the Borrower increased the term loan commitment under the 2027 Term Loan Agreement by $20 million resulting in an aggregate term loan commitment of $100 million.
On September 30, 2022, the Company, as parent guarantor, the Borrower, and certain subsidiaries of the Company entered into an Amended and Restated Credit Agreement, dated as of September 30, 2022, with KeyBank National Association, as administrative agent, and certain other lenders named therein (the “Amended Credit Agreement”) which amended and restated the 2027 Term Loan Credit Agreement.
The Amended Credit Agreement, includes, among other things:
· | the origination of a new revolving credit facility in the amount of $250 million; |
· | an accordion option that allows the Borrower to request additional revolving loan commitments and additional term loan commitments, provided the aggregate amount of revolving loan commitments and term loan commitments shall not exceed $750 million; |
· | the amendment of certain financial covenants; and |
· | the addition of a sustainability-linked pricing component pursuant to which the Borrower will receive interest rate reductions up to 0.025% based on performance against sustainability performance targets. |
On September 30, 2022, in connection with the Borrower’s entry into the Amended Credit Agreement, the Borrower repaid all obligations outstanding under the Credit Agreement, dated as of November 26, 2019, as amended, among the Company, as parent guarantor, the Borrower, and certain subsidiaries of the Company, Bank of Montreal, as administrative agent, and certain other lenders party thereto (the “Prior Revolving Credit Facility”), and the Prior Revolving Credit Facility was terminated and the obligations thereunder discharged.
Second Amendment to 2026 Term Loan Agreement
As previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on May 25, 2021, the Company, as parent guarantor, the Borrower, and certain subsidiaries of the Company previously 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”).
