UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 19, 2004
EQUITY ONE, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State of other jurisdiction of incorporation)
001-13499 52-1794271
(Commission File Number) (I.R.S. Employer Identification No.)
1696 N.E. MIAMI GARDENS DRIVE, NORTH MIAMI BEACH, FLORIDA 33179
(Address of principal executive offices)
Registrant's telephone number, including area code: (305) 947-1664
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
Equity One, Inc. ("the Company") has entered into Amendment No. 2 to Credit
Agreement, dated as of July 19, 2004 (the "Amendment"), among the Company, Wells
Fargo Bank, National Association and the other lenders named therein (a copy of
which agreement is attached as Exhibit 10.1 hereto and is incorporated herein by
reference), which amends the Company's $340 million unsecured revolving credit
facility with such lenders (the "Credit Facility"). Among other things, the
Amendment changed the definition of "Asset Value" and "Operating Property Value"
by decreasing the rate used to calculate the value thereof from 9.125% to 8.625%
and changed the definition of "Unencumbered Pool Value" by decreasing the rate
used to calculate the value thereof from 9.25% to 8.75%. These changes, in each
case, have the effect of increasing the calculated values (assuming no change in
the underlying operating results) of the Company's real estate assets upon which
borrowing availability is based. In conjunction with these changes, the
Amendment decreased the maximum ratio of total liabilities to gross asset value
from 0.60 to 1.00 to 0.58 to 100.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
10.1 Amendment No. 2 to Credit Agreement, dated as of July 19, 2004,
among Equity One, Inc., Wells Fargo Bank, National Association,
in its capacity as contractual representative of the lenders
named therein
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Equity One
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: July 26, 2004 EQUITY ONE, INC.
By: /s/ Howard M. Sipzner
------------------------------
Howard M. Sipzner
Chief Financial Officer
EQUITY ONE, INC.
INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
- -------------- ----------------------
10.1 Amendment No. 2 to Credit Agreement, dated as of July 19,
2004, among Equity One, Inc., Wells Fargo Bank, National
Association, in its capacity as contractual representative
of the lenders named therein
Exhibit 10.1
AMENDMENT NO. 2 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (the "Amendment"), dated as of
July 19, 2004, is entered into by and between EQUITY ONE, INC., a corporation
organized under the laws of the State of Maryland (the "Borrower") and WELLS
FARGO BANK, NATIONAL ASSOCIATION, in its capacity as contractual representative
of the "Lenders" under and as defined in the Credit Agreement referred to below
(in such capacity, the "Administrative Agent").
R E C I T A L S
A. Pursuant to the terms of a Credit Agreement, dated as of February 7,
2003 between Borrower and Lenders, as amended by Amendment No. 1 to Credit
Agreement dated March 18, 2004 (as further amended, restated supplemented or
otherwise modified from time to time, the "Credit Agreement"), Lenders extended
credit to Borrower in the principal amount of Three Hundred Forty Million
Dollars ($340,000,000) (the "Loan"). The Loan is evidenced by certain promissory
notes executed by Borrower in favor of Lenders, which promissory notes aggregate
to the principal amount of the Loan (collectively, as amended, restated,
supplemented or otherwise modified from time to time, the "Notes"), and is
further evidenced by the documents described in the Credit Agreement as the
"Loan Documents". All capitalized and herein undefined terms shall have the
meanings as set forth in the Credit Agreement.
B. By this Amendment, Borrower, Lenders and Administrative Agent intend to
modify and amend certain terms and provisions of the Loan Documents.
NOW, THEREFORE, Borrower, Lenders and Administrative Agent agree as
follows:
1. CONDITIONS PRECEDENT. The following are conditions precedent to Lenders'
obligations under this Amendment:
1.1 Receipt by Administrative Agent of fully executed originals of
this Amendment and any and all other documents which are required
by this Amendment or by any other Loan Document, each in form and
content acceptable to Administrative Agent;
1.2 Reimbursement to Administrative Agent by Borrower of
Administrative Agent's costs and expenses incurred in connection
with this Amendment and the transactions contemplated hereby,
including, without limitation, reasonable attorneys' fees and
documentation costs and charges, whether such services are
furnished by Administrative Agent's employees or agents or by
independent contractors;
1.3 The representations and warranties contained in this Amendment
are true and correct; and
1.4 All payments due and owing to Lenders under the Loan Documents
have been paid current as of the effective date of this
Amendment.
Amendment No. 2 - Page 1
2. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants
to Administrative Agent and each Lender that no Event of Default or Default
exists under any of the Loan Documents (as modified by this Amendment) and that
all representations and warranties herein and in the other Loan Documents are
true and correct, which representations and warranties shall survive execution
of this Amendment. Without limiting the foregoing Borrower further represents
and warrants to Administrative Agent and each Lender that (a) Borrower is in
full compliance with the requirements of Section 8.14 of the Credit Agreement,
(b) each entity required pursuant to the terms of such Section 8.14 to execute
and deliver a Guaranty or an Accession Agreement has done so, and (c) the
Guarantor's Consent appended hereto correctly and accurately lists as
signatories all entities which are required, pursuant to the terms of such
Section 8.14, to execute a Guaranty or an Accession Agreement in connection with
the Loan.
3. MODIFICATION OF LOAN DOCUMENTS. The Loan Documents are hereby
supplemented and modified to incorporate the following, which shall supersede
and prevail over any conflicting provisions of the Loan Documents and which,
following satisfaction of all conditions precedent set forth in Section 1 above,
shall be deemed effective as of June 30, 2004:
3.1 Change in Capitalization Rates.
------------------------------
(a) Definition of "Asset Value". The definition of "Asset
Value" set forth in the Credit Agreement is hereby amended by
changing the reference to "9.125%" in subclauses (a) and (b)
thereof to refer instead to "8.625%".
(b) Definition of "Operating Property Value". The definition
of "Operating Property Value" set forth in the Credit Agreement
is hereby amended by changing the reference to "9.125%" therein
to refer instead to "8.625%".
(c) Definition of "Unencumbered Pool Value". The definition
of "Unencumbered Pool Value" set forth in the Credit Agreement is
hereby amended by changing the reference to "9.25%" in subclause
(a) thereof to refer instead to "8.75%".
3.2 Reduce Ratio of Total Liabilities to Gross Asset Value. Section
10.1(b) of the Credit Agreement is hereby amended and restated in its
entirety as follows:
"(b) Ratio of Total Liabilities to Gross Asset Value. The
Borrower shall not permit the ratio of (i) Total Liabilities of
the Borrower and its Subsidiaries determined on a consolidated
basis to (ii) Gross Asset Value of the Borrower and its
Subsidiaries determined on a consolidated basis, to exceed 0.58
to 1.00 at any time."
3.3 Correction of Typographical Error in Section 13.7(b)(ix). Section
13.7(b)(ix) of the Credit Agreement is hereby amended by deleting therefrom
the reference to "Unencumbered Pool", as such term is not used in the
Credit Agreement.
Amendment No. 2 - Page 2
4. FORMATION AND ORGANIZATIONAL DOCUMENTS. Borrower has previously
delivered to Administrative Agent all of the relevant formation and
organizational documents of Borrower and Guarantor, and all such formation
documents remain in full force and effect and have not been amended or modified
since they were delivered to Administrative Agent. Borrower hereby certifies
that: (a) the above documents are all of the relevant formation and
organizational documents of Borrower and Guarantor; (b) they remain in full
force and effect; and (c) they have not been amended or modified since they were
previously delivered to Administrative Agent.
5. NON-IMPAIRMENT. Except as expressly provided herein, nothing in this
Amendment shall alter or affect any provision, condition, or covenant contained
in the Notes or other Loan Documents or affect or impair any rights, powers, or
remedies of Lenders, it being the intent of the parties hereto that the
provisions of the Notes and other Loan Documents shall continue in full force
and effect except as expressly modified hereby.
6. MISCELLANEOUS. This Amendment and the other Loan Documents shall be
governed by and interpreted in accordance with the laws of the State of
California, except if preempted by federal law. Time is of the essence of each
term of the Loan Documents, including this Amendment. If any provision of this
Amendment or any of the other Loan Documents shall be determined by a court of
competent jurisdiction to be invalid, illegal or unenforceable, that portion
shall be deemed severed from this Amendment and the remaining parts shall remain
in full force as though the invalid, illegal, or unenforceable portion had never
been a part thereof.
7. INTEGRATION; INTERPRETATION. The Loan Documents, including this
Amendment, contain or expressly incorporate by reference the entire agreement of
the parties with respect to the matters contemplated therein and supersede all
prior negotiations, written or oral. The Loan Documents shall not be modified
except by written instrument executed by all parties. Any reference to the Loan
Documents includes any amendments, renewals or extensions now or hereafter
approved by Administrative Agent and Lenders in writing.
8. EXECUTION IN COUNTERPARTS. To facilitate execution, this document may be
executed in as many counterparts as may be convenient or required. It shall not
be necessary that the signature of, or on behalf of, each party, or that the
signature of all persons required to bind any party, appear on each counterpart.
All counterparts shall collectively constitute a single document. It shall not
be necessary in making proof of this document to produce or account for more
than a single counterpart containing the respective signatures of, or on behalf
of, each of the parties hereto. Any signature page to any counterpart may be
detached from such counterpart without impairing the legal effect of the
signatures thereon and thereafter attached to another counterpart identical
thereto except having attached to it additional signature pages.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
Amendment No. 2 - Page 3
IN WITNESS WHEREOF, Borrower and Administrative Agent, on behalf of and for
the benefit of all Lenders, have caused this Amendment to be duly executed as of
the date first above written.
BORROWER: EQUITY ONE, INC.
By: /s/ Chaim Katzman
-------------------------------
Name: Chaim Katzman
Title: Chief Executive Officer
ADMINISTRATIVE AGENT: WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Edwin S. Poole, III
-------------------------------
Name: Edwin S. Poole, III
Its: Vice President
Amendment No. 2 - Page 4
GUARANTORS' CONSENT
The undersigned (each a "Guarantor") consent to the foregoing AMENDMENT NO.
2 TO CREDIT AGREEMENT and the transactions contemplated thereby and each
Guarantor reaffirms its obligations under, as applicable, (a) the Guaranty dated
as of February 7, 2003, (b) the Accession Agreements dated as of February 12,
2003 and March 31, 2004, and (c) any subsequent Accession Agreements executed in
connection therewith (collectively, as amended, restated, supplemented or
otherwise modified from time to time, the "Guaranty"), and its waivers, as set
forth in the Guaranty, of each and every one of the possible defenses to such
obligations. Each Guarantor further reaffirms that its obligations under the
Guaranty are separate and distinct from Borrower's obligations.
Dated as of: July 19, 2004
GUARANTORS: Bandera Festival GP, LLC
Beechnut Centre Corp
Benbrook Centre Corp.
Bend Shopping Centre Corp.
Cashmere Developments, Inc.
Centerfund (US), LLC
Centrefund Acquisition (Texas) Crop.
Centrefund Acquisition Corp.
Centrefund Acquisition (Texas) Corp.
Centrefund Acquisition Corp.
Centrefund Development (Gainesville), LLC
Centrefund Realty (U.S.) Corporation
Colony GP, LLC
Copperfield Crossing, Inc.
Eastbelt Centre Corp.
East Townsend Square, Inc.
Equity (Landing) Inc.
Equity One (147) Inc.
Equity One (Alpha) Corp.
Equity One (Atlantic Village) Inc.
Equity One (Beauclerc) Inc.
Equity One (Beta) Inc.
Equity One (Commonwealth) Inc.
Equity One Construction Inc.
By: /s/ Chaim Katzman
-----------------------------
Chaim Katzman
President
Equity One (Coral Way) Inc.
Equity One (Delta) Inc.
Equity One (El Novillo) Inc.
Equity One (Eustis Square) Inc.
Equity One (Forest Edge) Inc.
Equity One (Forest Village Phase II) Inc.
Equity One (Gamma) Inc.
Equity One (Lantana) Inc.
Equity One (Losco) Inc.
Equity One (Mandarin) Inc.
Equity One (Monument) Inc.
Equity One (North Port) Inc.
Equity One (Oak Hill) Inc.
Equity One (Olive) Inc.
Equity One (Point Royale) Inc.
Equity One (Sky Lake) Inc.
Equity One (Summerlin) Inc.
Equity One (Walden Woods) Inc.
Equity One (West Lake) Inc.
Equity One Acquisition Corp.
Equity One (Clematis) LLC
Equity One Properties, Inc.
Equity One Realty & Management Texas, Inc.
Equity One Realty & Management FL, Inc.
Equity Texas Properties, LLC
FC Market GP, LLC
Florida Del Rey Holdings II, Inc.
Forrestwood Equity Partners GP, LLC
Garland & Barns, LLC
Garland & Jupiter, LLC
Gazit (Meridian) Inc.
Grogan Centre Corp.
Harbor Barker Cypress GP, LLC
Hedwig GP, LLC
Homestead Market Center, Inc.
IRT Alabama, Inc.
IRT Capital Corporation II
IRT Management Company
KirkBiss GP, LLC
By: /s/ Chaim Katzman
-----------------------------
Chaim Katzman
President
Leesburg DrugStore, LLC
Mariner Outparcel
Mason Park GP, LLC
McMinn Holdings, Inc.
North American Acquisition Corp.
North Kingwood Centre Corp.
Oakbrook Square Shopping Center Corp.
Parcel F, LLC
Plymouth South Acquisition Corp.
Prosperity Shopping Center Corp.
PSL Developments, Inc.
Ryanwood Shopping Center, L.L.C.
SA Blanco Village Partners GP, LLC
Salerno Village Shopping Center, LLC
Shoppes at Jonathan's Landing, Inc.
Shoppes at Westbury Shopping Center, Inc.
South Kingwood Centre Corp.
Spring Shadows GP, LLC
St. Charles Outparcel, Inc.
Steeplechase Centre Corp.
Southwest 19 Northern, Inc.
Texas Equity Holdings, LLC
The Harbour Center, Inc.
The Meadows Shopping Center, LLC
The Shoppes of Eastwood, LLC
UIRT GP, L.L.C.
UIRT I - Centennial, Inc.
UIRT LP, L.L.C.
UIRT-Northwest Crossing, Inc.
Wickham DrugStore, LLC
Wimbledon Center Corp.
Wurzbach Centre, LLC
By: /s/ Chaim Katzman
-----------------------------
Chaim Katzman
President
Bandera Festival Partners, LP
By: Bandera Festival GP, LLC
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
BC Centre Partners, LP
By: Harbour Barker Cypress GP, LLC
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
Beechnut Centre Corp.
By: Beechnut Centre Corp.
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
Bend Shopping Centre Corp.
By: Bend Shopping Centre Corp.
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
Eastbelt Centre I L.P.
By: Eastbelt Centre Corp.
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
FC Market Partners, LP
By: FC Market GP, LLC
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
Grogan Centre I L.P.
By: Grogan Centre Corp.
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
Hedwig Partners, LP
By: Hedwig GP, LLC
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
IRT Partners LP
By: Equity One, Inc.
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
Kirkwood - Bissonnet Partners, LP
By: KirkBiss GP, LLC
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
Mason Park Partners, LP
By: Mason Park GP, LLC
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
Park Northern/Centennial Partners, L.P.
By: UIRT I - Centennial, Inc.
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
SA Blanco Village Partners, LP
By: SA Blanco Village Partners GP, LLC
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
Steeplechase Centre I L.P.
By: Steeplechase Centre Corp.
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
Texas CP Land, LP
By: Colony GP, LLC
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
Texas Spring Shadows Partners, LP
By: Spring Shadows GP, LLC
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
UIRT, Ltd.
By: UIRT GP, LLC
By: /s/ Chaim Katzman
--------------------------
Chaim Katzman
President
Equity One Butler Creek LLC
Equity One Realty & Management SE, Inc.
Equity One (Beachway) Inc.
Equity One (Belfair II) Inc.
Equity One (First Merritt) Inc.
Equity One (Hamilton Ridge) Inc.
Equity One (Holly Hill) Inc.
Equity One (Hunter's Creek) Inc.
Equity One (Jonesboro) Inc.
Equity One (Louisiana Holding) LLC
Equity One (Louisiana Portfolio) LLC
Equity One (North Village) LLC
Equity One (North Village II) Inc.
Equity One (Pavilion) Inc.
Equity One (Presidential Movies) Inc.
Equity One (Sheridan Plaza) LLC
Equity One (Sparkleberry Phase II) Inc.
Equity One (Texas Holdings) One GP LLC
Equity One (Venice) Inc.
Louisiana Holding Corp.
VW Mall, Inc.
By: /s/ Doron Valero
----------------------------
Doron Valero
Vice President
Equity (Texas) One Creekside LP
By: Equity (Texas Holdings) One GP LLC,
its general partner
By: /s/ Doron Valero
----------------------------
Doron Valero
Vice President
Equity (Texas) One Creekside Phase II LP
By: Equity (Texas Holdings) One GP LLC,
its general partner
By: /s/ Doron Valero
----------------------------
Doron Valero
Vice President
Equity (Texas) One Village Center LP
By: Equity (Texas Holdings) One GP LLC,
its general partner
By: /s/ Doron Valero
----------------------------
Doron Valero
Vice President
North Kingwood Centre I L.P.
By: North Kingwood Centre Corp.,
its general partner
By: /s/ Doron Valero
----------------------------
Doron Valero
Vice President
South Kingwood Centre I L.P.
By: South Kingwood Centre Corp.,
its general partner
By: /s/ Doron Valero
----------------------------
Doron Valero
Vice President