PKST 8-K
Peakstone Realty Trust (PKST)
8-K
2024-11-04
For: 2024-10-31
View Original
Added on
April 12, 2026
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): October 31, 2024
(Exact name of registrant as specified in its charter)
Commission File Number: 001-41686
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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(Address of principal executive offices, including zip code)
(310 ) 606-3200
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
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The information included, or incorporated by reference, in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this
Item 1.01 of this Current Report on Form 8-K.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On October 31, 2024, Peakstone Realty Trust’s (the “Company’s”) operating partnership, PKST OP, L.P. (the “Operating Partnership”), as “Borrower”,
KeyBank National Association, as administrative agent and the lending institutions which are party thereto, entered into that certain Ninth Amendment to Second Amended and Restated Credit Agreement (the “Ninth Amendment”), which amends the
Operating Partnership’s existing Second Amended and Restated Credit Agreement, dated as of April 30, 2019 (as previously amended, the “Credit Agreement”, and as amended by the Ninth Amendment, the “Amended Credit Agreement”). The Company and
certain of its subsidiaries guarantee the obligations of the Operating Partnership under the Amended Credit Agreement. Capitalized terms used in this Item 2.03 but not defined herein have the meaning given to them in the Amended Credit Agreement.
The Ninth Amendment provides, among other things, for (a) a new $175.0 million senior unsecured term loan (the “New 2027 Term Loan”) maturing
three years after the closing date of the Ninth Amendment (the “Ninth Amendment Closing Date”), and (b) certain other terms and modifications to the Credit Agreement.
The New 2027 Term Loan has an initial term of three years from the Ninth Amendment Closing Date, maturing on October 31, 2027, subject to one,
one-year extension option. Payments under the New 2027 Term Loan are interest only and are due on the first business day of each quarter. Amounts borrowed under the New 2027 Term Loan may not be repaid and reborrowed. The interest rate with respect
to the New 2027 Term Loan can be based on either SOFR or Base Rate at the Operating Partnership’s election. The Operating Partnership has currently elected SOFR. As of the Ninth Amendment Closing Date, the interest rate for the New 2027 Term Loan
is SOFR + 1.75%. The interest rate for any portion of the New 2027 Term Loan that constitute “SOFR Loans” ranges from SOFR + 1.60% and SOFR + 2.50%, depending on the Company’s consolidated leverage ratio. The interest rate for any portion of the
New 2027 Term Loan that is a “Base Rate Loan” (being none as of the date hereof) ranges between Base Rate + 0.60% and Base Rate + 1.50%, depending on the Company’s consolidated leverage ratio.
The foregoing description is an abbreviated summary of certain provisions in the Ninth Amendment and is qualified in its entirety by reference to
the full text of the Ninth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. Please refer to the Ninth Amendment in its entirety for a complete understanding of its
contents and further details regarding the above.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On November 4, 2024, the Company appointed Cindy (Qiyan) Mai as the Company’s Chief Accounting Officer. In this role, Ms. Mai will act as the principal accounting
officer of the Company. Before joining the Company, Ms. Mai, age 42, served as Chief Accounting Officer at Veris Residential, Inc. from April 2023 to August 2024 and as its Corporate Controller from December 2022 to March 2023. Prior to that, Ms.
Mai served as a senior director in the Global Finance Team of CBRE Group, Inc. from January to December 2022. Previously, Ms. Mai spent 14 years with PricewaterhouseCoopers, most recently as a director from April 2019 to January 2022. Ms. Mai
earned her M.B.A. in Finance from Fordham University’s Gabelli School of Business and her Bachelor of Economics and Bachelor of Science in Mathematics and Applied Mathematics from Sun Yat-sen University. Ms. Mai is a Certified Public Accountant and
a Chartered Financial Analyst.
In connection with Ms. Mai’s appointment, the Company has entered into an offer letter with Ms. Mai (the “Offer Letter”) pursuant to which Ms. Mai will serve as the
Chief Accounting Officer of the Company. The Offer Letter provides for (i) an annual base salary of $300,000, (ii) the opportunity to earn (x) an annual cash bonus and (y) an annual equity award, in each case, targeted at up to 50% of Ms. Mai’s
annual base salary, based on the achievement of applicable performance targets as determined by the Company in its sole discretion, and (iii) a relocation equity award having a grant date fair value of $20,000, which will vest on January 2, 2025,
subject to Ms. Mai’s continued employment through the applicable vesting date and the terms and conditions set forth in the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan and an applicable award
agreement to be entered into between the Company and Ms. Mai. Ms. Mai is also eligible under the Offer Letter to participate in customary benefit plans on the same basis as other similarly situated employees.
There are no arrangements or understandings between Ms. Mai and any other persons pursuant to which Ms. Mai was appointed. Ms. Mai does not have any family
relationships with any of the Company’s trustees or executive officers. Ms. Mai does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Effective November 4, 2024, Bryan Yamasawa will cease serving as the Company’s Chief Accounting Officer but will remain an at-will employee to provide such transition
and advisory services as requested by the Company through November 15, 2024, or such earlier date as may be mutually agreed between Mr. Yamasawa and the Company (such date, the “Separation Date”). Mr. Yamasawa’s employment with the Company will
terminate effective as of the Separation Date. Mr. Yamasawa’s separation is not the result of a disagreement with the Company on any matter related to the Company’s financial statements or accounting policies or practices.
| Item 8.01. |
Other Events.
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Secured Debt
On November 1, 2024, one of the Company’s subsidiaries, The GC Net Lease (Jacksonville) Investors, LLC (“Florida Borrower”), obtained a mortgage loan in the principal
amount of $49,604,000 (the “Florida Mortgage Loan”) from Principal Life Insurance Company (“Principal Lender”). The Florida Mortgage Loan incurs interest at a fixed rate of 5.48% per annum, has a 7.5-year term (maturity date is May 6, 2032) and
provides for monthly payments of interest only. The Florida Mortgage Loan is secured by, among other things, Florida Borrower’s interest in real property located at 10480 Yaeger Road, Jacksonville, Florida. In connection with the Florida Mortgage
Loan, the Operating Partnership provided an environmental indemnity and guaranty of certain non-recourse carve-out liabilities to Principal Lender.
On November 1, 2024, one of the Company’s subsidiaries, The GC Net Lease (Savannah) Investors, LLC (“Georgia Borrower”), obtained a mortgage loan in the principal
amount of $37,722,000 (the “Georgia Mortgage Loan”) from Principal Lender. The Georgia Mortgage Loan incurs interest at a fixed rate of 5.31% per annum, has a 5-year term (maturity date is November 6, 2029) and provides for monthly payments of
interest only. The Georgia Mortgage Loan is secured by, among other things, Georgia Borrower’s leasehold interest in real property located at 445 Northport Parkway, Port Wentworth, Georgia. In connection with the Georgia Mortgage Loan, the
Operating Partnership provided an environmental indemnity and guaranty of certain non-recourse carve-out liabilities to Principal Lender.
On November 4, 2024, one of the Company’s subsidiaries, The GC Net Lease (Arlington Heights) Investors, LLC (the “Illinois Borrower”), obtained a mortgage loan in
the principal amount of $23,000,000 (the “Illinois Mortgage Loan”) from GSF 2023-1, LLC (the “GS Lender”). The Illinois Mortgage Loan incurs interest at a fixed rate of 6.51% per annum, has a 5-year term (maturity date is November 6, 2029) and
provides for monthly payments of interest only. The Illinois Mortgage Loan is secured by, among other things, Illinois Borrower’s interest in real property located at 1455 West Cellular Drive, Arlington Heights, Illinois. In connection with the
Illinois Mortgage Loan, the Operating Partnership provided an environmental indemnity and guaranty of certain non-recourse carve-out liabilities to GS Lender.
The foregoing descriptions are abbreviated summaries of the terms of the Florida
Mortgage Loan, the Georgia Mortgage Loan and
the Illinois Mortgage Loan and are qualified in their entirety by reference to the full text of the loan documents evidencing such loans.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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Ninth Amendment to Second Amended and Restated Credit Agreement, dated as of October 31, 2024, by and among PKST OP, L.P., the lending institutions party
thereto as lenders and KeyBank National Association, as administrative agent.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Peakstone Realty Trust
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Date: November 4, 2024
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By:
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/s/ Javier F. Bitar
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Javier F. Bitar
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Chief Financial Officer and Treasurer
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Exhibit 10.1
NINTH AMENDMENT TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
This Ninth Amendment to Second Amended and Restated Credit Agreement (this “Amendment”) is
made as of October 31, 2024, by and among PKST OP, L.P., a Delaware limited partnership f/k/a GRT OP, L.P., a Delaware limited partnership, having an address at Griffin
Capital Plaza, 1520 E. Grand Avenue, El Segundo, California 90245 (“Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are
parties to this Amendment as “Lenders” (together with KeyBank, the “Lenders”) and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (the “Agent”). Unless otherwise defined herein, terms defined in the
Credit Agreement set forth below shall have the same meaning herein.
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent, the Lenders and other financial institutions party thereto have entered into that certain Second Amended and
Restated Credit Agreement as of April 30, 2019, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of October 1, 2020, that certain Second Amendment to Second Amended and Restated Credit Agreement
dated as of December 18, 2020, that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of July 14, 2021, that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of April 28, 2022, that
certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of September 28, 2022, that certain Sixth Amendment to Second Amended and Restated Credit Agreement dated as of November 30, 2022, that certain Seventh Amendment to
Second Amended and Restated Credit Agreement dated as of March 21, 2023 and that certain Eighth Amendment to Second Amended and Restated Credit Agreement dated as of July 25, 2024 (collectively, the “Existing
Credit Agreement”; and the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”); and
WHEREAS, the Borrower, the Agent and the Lenders party hereto (which constitute the Majority Lenders) have agreed to amend certain terms of the
Existing Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties hereto hereby agree as follows:
1. The Existing Credit Agreement is
hereby amended as follows:
| (a) |
Section 1.01 of the Existing Credit Agreement is hereby amended by adding thereto the following defined terms:
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“2027 Term Commitment” means, with respect to each 2027 Term Lender, the commitment of
such Lender to make 2027 Term Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's 2027 Term Loans hereunder, as such commitment may be reduced or increased from time to time pursuant to assignments by or
to such Lender pursuant to Section 9.04. The amount of each Lender's 2027 Term Commitment as of the Ninth Amendment Effective Date is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its 2027 Term Commitment, as applicable. The aggregate amount of the 2027 Term Lenders’ 2027 Term Commitments as of the
Ninth Amendment Effective Date is $175,000,000.00.
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“2027 Term Lender” means, at any time, each Lender that has a 2027 Term Commitment.
“2027 Term Loan” shall mean that certain senior unsecured term loan to be made by 2027
Term Lenders to the Borrower on the Ninth Amendment Effective Date in the amount of $175,000,000.00 in accordance with the terms and conditions of this Agreement, together with any additional 2027 Term Loans which may be made in accordance with the
terms and conditions of Section 2.08(d) of this Agreement, as such amount may be adjusted pursuant to the terms of this Agreement.
“2027 Term Loan Applicable Percentage” means the ratio, expressed as a percentage, of (i)
the aggregate amount of the 2027 Term Loans of such 2027 Term Lender to (ii) the aggregate amount of the 2027 Term Loans of all 2027 Term Lenders, which, as of the Ninth Amendment Effective Date, is as set forth on Schedule 2.01.
“2027 Term Loan Maturity Date” means October 31, 2027, as the same may be extended in
accordance with Section 2.19.
“Ninth Amendment Effective Date” means October 31, 2024.
“Ninth Amendment Effective Date Bridge Facility” means that certain unsecured bridge loan
facility that may be entered into by the Credit Parties with Bank of America, N.A., as administrative agent, and certain lenders on or about November 4, 2024 in an aggregate principal amount not to exceed $200,000,000.00 with a tenor of 364 days.
| (b) |
The definition of “2025 Term Commitment” is hereby deleted and replaced in its entirety with the following:
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“2025 Term Commitment” means, with respect to each 2025 Term Lender, the commitment of
such Lender to make or continue 2025 Term Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's 2025 Term Loans hereunder, as such commitment may be reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The amount of each Lender's 2025 Term Commitment as of the Ninth Amendment Effective Date is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its 2025 Term Commitment, as applicable. The aggregate amount of the 2025 Term Lenders’ 2025 Term Commitments as of the Ninth Amendment Effective Date is $210,000,000.00 and the aggregate amount of the 2025 Term Lenders’ unfunded
2025 Term Commitments is $0.00 as of such date. From and after the Eighth Amendment Effective Date, each 2025 Term Commitment is referred to in the alternative as a “2025 Term Commitment” or a “2028 Term Commitments”.
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| (c) |
The definition of “2025 Term Loan Applicable Percentage” is hereby deleted and replaced in its entirety with the following:
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“2025 Term Loan Applicable Percentage” means the ratio, expressed as a percentage, of (i)
the aggregate amount of the 2025 Term Loans of such 2025 Term Lender to (ii) the aggregate amount of the 2025 Term Loans of all 2025 Term Lenders, which, as of the Ninth Amendment Effective Date, is as set forth on Schedule 2.01. From and after the
Eighth Amendment Effective Date, the 2025 Term Loan Applicable Percentage is referred to in the alternative as the “2025 Term Loan Applicable Percentage” or the “2028 Term Loan Applicable Percentage”.
| (d) |
The definition of “2026 Term Commitment” is hereby deleted and replaced in its entirety with the following:
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“2026 Term Commitment” means, with respect to each 2026 Term Lender, the commitment of
such Lender to make 2026 Term Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's 2026 Term Loans hereunder, as such commitment may be reduced or increased from time to time pursuant to assignments by or
to such Lender pursuant to Section 9.04. The initial amount of each Lender's 2026 Term Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its 2026 Term Commitment, as
applicable. As of the Ninth Amendment Effective Date, the aggregate amount of the 2026 Term Lenders’ 2026 Term Commitments is $150,000,000.00 and the aggregate amount of the 2026 Term Lenders’ unfunded 2026 Term Commitments is $0.00 as of such date.
| (e) |
The definition of “2026 Term Loan” is hereby deleted and replaced in its entirety with the following:
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“2026 Term Loan” shall mean that certain senior unsecured term loan made or continued by
2026 Term Lenders to the Borrower in the amount of $150,000,000 in accordance with the terms and conditions of this Agreement, together with any additional 2026 Term Loans which may be made in accordance with the terms and conditions of Section
2.08(d) of this Agreement, as such amount may be adjusted pursuant to the terms of this Agreement. As of the Ninth Amendment Effective Date, the outstanding principal amount of the 2026 Term Loan is $150,000,000.
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| (f) |
The definition of “2026 Term Loan Applicable Percentage” is hereby deleted and replaced in its entirety with the following:
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“2026 Term Loan Applicable Percentage” means the ratio, expressed as a percentage, of (i)
the aggregate amount of the 2026 Term Loans of such 2026 Term Lender to (ii) the aggregate amount of the 2026 Term Loans of all 2026 Term Lenders, which, as of the Ninth Amendment Effective Date, is as set forth on Schedule 2.01.
| (g) |
The definition of “Applicable Rate” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by deleting the table set forth in subsection (a) thereof in its entirety and
replacing it with the following:
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Level
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Consolidated
Leverage
Ratio
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Applicable
Rate for
Revolving
Loans that
are SOFR
Loans
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Applicable
Rate for
Revolving
Loans that
are Base
Rate
Loans
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Applicable
Rate for
2025
Term
Loans and
2027
Term
Loans that
are SOFR
Loans
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Applicable
Rate for
2025
Term
Loans and
2027
Term
Loans that
are Base
Rate
Loans
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Applicable
Rate for
2026
Term
Loans that
are SOFR
Loans
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Applicable
Rate for
2026
Term
Loans that
are Base
Rate
Loans
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1
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Less than 45%
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1.65%
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.65%
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1.60%
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.60%
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1.25%
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.25%
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2
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Greater than or equal to 45% but less than 50%
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1.80%
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.80%
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1.75%
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.75%
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1.40%
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.40%
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3
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Greater than or equal to 50% but less than 55%
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1.95%
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.95%
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1.90%
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.90%
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1.55 %
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.55%
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4
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Greater than or equal to 55% but less than 60%
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2.25%
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1.25%
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2.20%
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1.20%
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1.85%
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.85%
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5
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Greater than or equal to 60%
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2.55%
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1.55%
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2.50%
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1.50%
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2.15%
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1.15%
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| (h) |
The definition of “Applicable Rate” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by deleting the table set forth in subsection (b) thereof in its entirety and
replacing it with the following:
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Investment
Grade Rating
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Applicable
Rate for
Revolving
Loans that are
SOFR Loans |
Revolver
Facility Fee
Rate |
Applicable
Rate for
Revolving
Loans that
are Base
Rate Loans
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Applicable
Rate for
2025, 2026
and 2027
Term Loans
that are
SOFR
Loans
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Applicable
Rate for
2025, 2026
and 2027
Term Loans
that are
Base Rate
Loans
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Pricing Level 1
At least A- or A3
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0.825%
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.125%
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0.000%
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0.900%
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0.000%
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Pricing Level 2
At least BBB+ or Baa1
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0.875%
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.150%
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0.000%
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0.950%
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0.000%
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Pricing Level 3
At least BBB or Baa2
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1.000%
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.200%
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0.000%
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1.100%
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0.100%
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Pricing Level 4
At least BBB- or Baa3
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1.200%
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.250%
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0.200%
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1.350%
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0.350%
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Pricing Level 5
Below BBB-, Baa3 or unrated
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1.550%
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.300%
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0.550%
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1.750%
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0.750%
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| (i) |
The definition of “Class” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety with the following:
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“Class” means (a) when used with respect to a Commitment, refers to whether such
Commitment is a Revolving Commitment, 2027 Term Commitment, 2026 Term Commitment and/or 2025 Term Commitment, (b) when used with respect to a Loan, refers to whether such Loan is a Revolving Loan, a 2027 Term Loan, a 2026 Term Loan or a 2025 Term
Loan and (c) when used with respect to a Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments.
| (j) |
The definition of “Commitment” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety with the following:
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“Commitment” means, with respect to each Lender, the aggregate amount of such Lender’s
Revolving Commitment, 2027 Term Commitment, 2026 Term Commitment and/or 2025 Term Commitment.
| (k) |
The definition of “Maturity Date” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety with the following:
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“Maturity Date” means any of the Revolving Loan Maturity Date, the 2027 Term Loan
Maturity Date, the 2026 Term Loan Maturity Date or the 2025 Term Loan Maturity Date, as the context of this Agreement requires.
| (l) |
The definition of “Revolving Commitment” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its
entirety with the following:
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“Revolving Commitment” means, with respect to each Lender, the commitment of such Lender
to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such commitment may be
reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Revolving Commitment, as applicable. As of the Ninth Amendment Effective Date, the aggregate amount of the Lenders’ Revolving Commitments is $547,000,000.00.
| (m) |
The definition of “Term Commitment” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its
entirety with the following:
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“Term Commitment” means a 2027 Term Commitment, a 2026 Term Commitment or a 2025 Term
Commitment.
| (n) |
The definition of “Term Lender” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety
with the following:
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“Term Lender” means a 2027 Term Lender, a 2026 Term Lender or a 2025 Term Lender.
| (o) |
The definition of “Term Loan” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety
with the following:
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“Term Loan” means a 2027 Term Loan, a 2026 Term Loan or a 2025 Term Loan.
| (p) |
The definition of “Term Loan Maturity” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its
entirety with the following:
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“Term Loan Maturity” shall mean, with respect to any respective Class of Term Loans, the
2027 Term Loan Maturity Date, the 2026 Term Loan Maturity Date or the 2025 Term Loan Maturity Date, as applicable, or, in any instance, upon acceleration of such respective Class of Term Loans, if such respective Class of Term Loan has been
accelerated by the Lenders upon an Event of Default.
| (q) |
The definition of “Total Commitment” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its
entirety with the following:
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“Total Commitment” means the sum of the Commitments of the
Lenders, as in effect from time to time. On the Ninth Amendment Effective Date the Total Commitment equals $1,082,000,000.00, consisting of the $547,000,000.00 Revolving Commitments, $150,000,000.00 2026 Term Commitments, $210,000,000.00 2025 Term
Commitments and $175,000,000.00 2027 Term Commitments.
| (r) |
Section 2.01(b) of the Existing Credit Agreement is hereby deleted and replaced in its entirety with the following:
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“Subject to all of the terms and conditions hereof, each 2027 Term Lender hereby agrees to make a 2027 Term Loan to the Borrower on the Ninth
Amendment Effective Date in an amount equal to such 2027 Term Lender’s 2027 Term Commitment. The 2027 Term Loan (i) may not be reborrowed under any circumstances, (ii) may, except as set forth herein, at the option of the Borrower, be incurred and
maintained as, or converted into, Term Loans that are Base Rate Loans or SOFR Loans, in each case denominated in Dollars, provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type, and (iii)
upon the making of the 2027 Term Loans on the Ninth Amendment Effective Date, the 2027 Term Commitments will no longer be available to be advanced by the Lenders.”
| (s) |
Section 2.09(b) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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“(b) The 2027 Term Loan made on the Ninth
Amendment Effective Date shall be for a term commencing on the Ninth Amendment Effective Date and ending on the 2027 Term Loan Maturity Date and the Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of
each 2027 Term Lender the then unpaid principal amount of each 2027 Term Loan on such date or such earlier date as the 2027 Term Loan is accelerated pursuant to the terms of this Agreement upon an Event of Default.”
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| (t) |
Section 2.11(e) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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“(e) In the event that the 2027 Term Loan
Maturity Date is extended in accordance with the terms of Section 2.19, the Borrower agrees to pay to the Administrative Agent, for the account of the 2027 Term Loan Lenders, an
extension fee in connection with each such extension equal to 0.20% of the aggregate 2027 Term Loan Commitments of the 2027 Term Loan Lenders on the first effective day of each such extension.”
| (u) |
Section 2.19 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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“Section 2.19. Extension.
(a) So long as no Event of Default or
Default shall be in existence on the date on which notice is given in accordance with the following clause (i) and on the then-effective 2027 Term Loan Maturity Date, Borrower may extend the 2027 Term Loan Maturity Date to October 31, 2028 upon
satisfaction of the following: (i) delivery of a written request to Administrative Agent at least thirty (30) days, but no more than sixty (60) days, prior to the 2027 Term Loan Maturity Date then in effect; (ii) payment to Administrative Agent
for the benefit of the 2027 Term Loan Lenders of the extension fee set forth in Section 2.11(e), which fee shall be payable on or before the then applicable 2027 Term Loan Maturity
Date; and (iii) payment by Borrower of all fees and expenses to Administrative Agent and the Lenders to the extent then due. Such extension shall be evidenced by delivery of written confirmation of the same by Administrative Agent to Borrower,
but Administrative Agent’s failure to timely deliver the notice shall not affect Borrower’s right to extend so long as the conditions contained herein are satisfied.
(i) If the 2027 Term
Loan Maturity Date is extended, all of the other terms and conditions of this Agreement and the other Loan Documents (including interest payment dates) shall remain in full force and effect and unmodified, except as expressly provided for
herein. The extension of the 2027 Term Loan Maturity Date is subject to the satisfaction of each of the following additional conditions:
(1) The representations
and warranties of each Credit Party set forth in this Agreement or any other Loan Document to which such Credit Party is a signatory shall be true and correct in all material respects on the date that the extension request is given to the
Administrative Agent and on the first day of the extension (except to the extent such representations and warranties relate to a specified date and to the extent such representations and warranties are subject to a materiality qualifier, such
representations and warranties shall be true and correct in all respects);
8
(2) no Default or Event
of Default has occurred and is continuing on the date on which the Borrower gives the Administrative Agent the extension request or on the first day of the extension;
(3) the Borrower shall be
in compliance with all of the financial covenants set forth in Section 5.02 hereof both on the date on which the extension request is given to the Administrative Agent and on the first
day of the extension;
(4)
the Borrower shall
have paid to the Administrative Agent all amounts then due and payable to any of the Lenders, the Issuing Bank and the Administrative Agent under the Loan Documents, including the extension fee described in Section 2.11(e) hereof;
(5)
the Borrower shall
pay for any and all reasonable out-of-pocket costs and expenses, including, reasonable attorneys’ fees and disbursements, incurred by the Administrative Agent in connection with or arising out of the extension of the 2027 Term Loan Maturity Date;
and
(6)
the Borrower shall
execute and deliver to Administrative Agent such other documents, financial statements, instruments, certificates, opinions of counsel, reports, or amendments to the Loan Documents as the Administrative Agent shall reasonably request regarding
the Credit Parties as shall be necessary to effect such extension.”
| (v) |
Section 5.02(g) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
|
“(g) A minimum Unsecured Interest Coverage
Ratio of no less than 2.00 to 1.00; provided that Borrower may cure a breach of the minimum Unsecured Interest Coverage Ratio no more than one (1) time during the term of the Loans by making a prepayment of outstanding Unsecured Debt in
accordance with the definitive documentation therefor in an amount which, if it had been applied to the outstanding principal balance of such Unsecured Debt at the beginning of the calculation period in question, would have resulted in an
Unsecured Interest Coverage Ratio of not less than the required ratio set forth above; and”
| (w) |
Section 5.04 of the Existing Credit Agreement is hereby amended by deleting the reference to “Section 6.01” therein and replacing it with a reference to “Section 6.02”.
|
9
| (x) |
Clause (a) of Section 6.09 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
|
“(a) Indebtedness under this Agreement and Indebtedness under the Ninth Amendment Effective Date Bridge Facility; provided, however that in no event
shall the aggregate principal amount of Indebtedness outstanding under the Ninth Amendment Effective Date Bridge Facility and the 2027 Term Loan exceed $200,000,000.00;”
| (y) |
Clause (iii) of Section 9.02(b) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
|
“(iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby (except in accordance with Section 2.19),”
| (z) |
Schedule 2.01 of the Existing Credit Agreement is hereby deleted in its
entirety and replaced with Schedule 2.01 attached hereto and made a part hereof.
|
2. Representations and Warranties.
(a) The Credit Parties
hereby represent, warrant and covenant with Agent and Lenders that, as of the date hereof:
(i) the
representations and warranties of the Borrower and each other Credit Party contained in the Credit Agreement or any other Loan Document are true, correct and complete in all material respects (provided that, to the extent such representations and
warranties are subject to a materiality qualifier, such representations and warranties shall be true and correct in all respects) on and as of the date hereof, except to the extent such representations and warranties (i) relate solely to an
earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date) or (ii) have been modified to reflect events occurring after the Amendment
Effective Date (as defined below), as the same have been disclosed publicly or in writing to the Agent on or before the date hereof or are permitted or not prohibited under the Loan Documents;
(ii) this Amendment
constitutes the legal, valid and binding obligation of the Borrower and is enforceable against it in accordance with its terms, without defense, counterclaim or offset. Except as hereby specifically amended or modified, the Existing Credit
Agreement and the other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to their respective terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
10
(iii) the execution of
this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders, and shall not be deemed to be a novation of the Obligations of the Credit Parties; and
(iv) after giving
effect to this Amendment, the extension of the 2027 Term Loans and the use of proceeds thereof, no event has occurred and is continuing which constitutes a Default or an Event of Default.
3. Conditions to Effectiveness. This Amendment shall not be effective until the date (the “Amendment Effective Date”) on which each of the following conditions
precedent has been fulfilled to the reasonable satisfaction of the Agent on or prior to the date of this Amendment:
| (a) |
This Amendment shall have been duly executed and delivered by the Credit Parties, the Administrative Agent and Lenders constituting Majority Lenders.
|
| (b) |
All action on the part of the Credit Parties necessary for the valid execution, delivery and performance by the Credit Parties of this Amendment shall have been duly and effectively taken.
|
| (c) |
After giving effect to this Amendment, the extension of the 2027 Term Loans and the use of proceeds thereof, no Default or Event of Default shall have occurred and be continuing.
|
4. The Administrative Agent and the Lenders
party hereto acknowledge and agree that the Properties set forth on Annex A hereto have been granted Preliminary Verification to be added as Pool Properties under the Credit Agreement.
5. Except as expressly amended hereby, the
remaining terms and conditions of the Existing Credit Agreement shall continue in full force and effect. All future references to the “Credit Agreement” shall be deemed to be references to the Existing Credit Agreement as amended by this
Amendment and each reference to “hereof,” “hereunder,” “herein” or “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall from and after the date
hereof refer to the Existing Credit Agreement as amended by this Amendment. Each Credit Party hereby ratifies, confirms and reaffirms all of the terms and conditions of the
Credit Agreement and each of the other Loan Documents, and further acknowledges and agrees that all of the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect, in each case, except as
expressly provided in this Agreement.
6. This Amendment
shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.
11
7. This Amendment, which may be executed in multiple counterparts, constitutes the entire agreement of the parties regarding the matters contained herein and shall not be modified by any prior oral or written
discussions. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging transmission (e.g. PDF by email) shall be effective as delivery of a manually executed counterpart of this Amendment.
The Credit Parties hereby ratify, confirm and reaffirm all of the terms and conditions of the Existing Credit Agreement, and each of the other Loan Documents, and further acknowledge and agree that all of the terms and conditions of the Existing
Credit Agreement shall remain in full force and effect except as expressly provided in this Amendment. This Amendment constitutes a Loan Document for all purposes under the Credit Agreement.
8. Any determination that any provision of
this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality or enforceability
of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.
9. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
[SIGNATURES ON FOLLOWING PAGE]
12
Exhibit 10.1
IN WITNESS WHEREOF, the undersigned has executed and delivered this Amendment under seal as of the date first written above.
|
BORROWER:
|
||||
|
PKST OP, L.P., a Delaware limited partnership
|
||||
| By: | PEAKSTONE REALTY TRUST, | |||
|
a Maryland real estate investment trust, its General
Partner
|
||||
|
By:
|
/s/ Javier F. Bitar
|
|||
|
Name:
|
Javier F. Bitar
|
|||
|
Title:
|
Chief Financial Officer and Treasurer
|
|||
[Signatures continued on next page.]
|
ADMINISTRATIVE AGENT AND LENDER:
|
|||
|
KEYBANK NATIONAL ASSOCIATION,
individually and as Administrative Agent, Swingline
Lender and Issuing Bank |
|||
| By: | /s/ Christopher T. Neil | ||
| Name: | Christopher T. Neil | ||
| Title: | Senior Banker | ||
[Signatures continued on next page.]
|
LENDER:
|
|||
|
TRUIST BANK, f/k/a Branch Banking and
Trust Company, successor by merger to SunTrust Bank
|
|||
| By: | /s/ Ryan Almond | ||
| Name: | Ryan Almond | ||
| Title: | Director | ||
[Signatures continued on next page.]
|
LENDER:
|
|||
|
WELLS FARGO BANK, NATIONAL
ASSOCIATION
|
|||
| By: | /s/ Cristina Johnnie | ||
| Name: | Cristina Johnnie | ||
| Title: | Vice President | ||
[Signatures continued on next page.]
|
LENDER:
|
|||
|
BANK OF AMERICA, N.A.
|
|||
| By: | /s/ Dennis Kwan | ||
| Name: | Dennis Kwan | ||
| Title: | Senior Vice President | ||
[Signatures continued on next page.]
|
LENDER:
|
|||
|
FIFTH THIRD BANK, NATIONAL ASSOCIATION
|
|||
| By: | /s/ Brad Boersma | ||
| Name: | Brad Boersma | ||
| Title: | Senior Vice President, Director II | ||
[Signatures continued on next page.]
|
LENDER:
|
|||
|
REGIONS BANK
|
|||
| By: | /s/ Katie Gifford | ||
| Name: |
Katie Gifford | ||
| Title: | Vice President | ||
[Signatures continued on next page.]
Exhibit 10.1
GUARANTOR CONFIRMATION
The undersigned hereby acknowledge and agree to the foregoing Ninth Amendment to Second Amended and Restated Credit Agreement and
acknowledge and agree that they remain obligated for the various obligations and liabilities, as applicable, set forth in that certain Guaranty (as supplemented, the "Guaranty") dated April 30, 2019, executed by each of the undersigned in favor of
the Agent, which Guaranty remains in full force and effect.
|
GUARANTOR:
|
|||
|
PEAKSTONE REALTY TRUST,
|
|||
|
a Maryland real estate investment trust
|
|||
|
By:
|
/s/ Javier F. Bitar | ||
|
Name:
|
Javier F. Bitar | ||
|
Title:
|
Chief Financial Officer and Treasurer | ||
|
GRIFFIN (DURHAM) ESSENTIAL ASSET REIT II, L.P., a Delaware limited partnership
|
|||
|
By:
|
GRIFFIN (DURHAM) ESSENTIAL ASSET REIT II GP, LLC, a Delaware limited liability company | |
|
By:
|
PKST OP, L.P., a Delaware limited partnership | |
|
By:
|
PEAKSTONE REALTY TRUST, a Maryland real estate investment trust, its General Partner | |
|
By:
|
/s/ Javier F. Bitar | ||
|
Name:
|
Javier F. Bitar | ||
|
Title:
|
Chief Financial Officer and Treasurer | ||
[Signatures continued on next page.]
|
|
GRIFFIN (GROVEPORT) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (ANDOVER) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (PARSIPPANY 14) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (HAMPTON 300) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (HAMPTON 500) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (AUBURN HILLS) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (NORTH CHARLESTON) ESSENTIAL ASSET REIT II,
LLC,
GRIFFIN (PARSIPPANY 10) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (CARMEL) ESSENTIAL ASSET REIT II, LLC
THE GC NET LEASE (ALLEN PARK) INVESTORS, LLC
THE GC NET LEASE (WESTMINSTER) INVESTORS, LLC
THE GC NET LEASE (PHOENIX BEARDSLEY) INVESTORS, LLC
THE GC NET LEASE (LONE TREE) INVESTORS, LLC
THE GC NET LEASE (FORT MILL) INVESTORS, LLC,
THE GC NET LEASE (FORT MILL II) INVESTORS, LLC,
THE GC NET LEASE (LAKELAND) INVESTORS, LLC,
THE GC NET LEASE (SCOTTSDALE) INVESTORS, LLC,
THE GC NET LEASE (SCOTTSDALE II) INVESTORS, LLC,
THE GC NET LEASE (HERITAGE III) INVESTORS, LLC,
THE GC NET LEASE (CRANBERRY) INVESTORS, LLC,
THE GC NET LEASE (GREENWOOD VILLAGE) INVESTORS, LLC,
EMPORIA PARTNERS, LLC
THE GC NET LEASE (REDMOND) INVESTORS, LLC,
THE GC NET LEASE (WHIPPANY) INVESTORS, LLC,
THE GC NET LEASE (LIBERTYVILLE) INVESTORS, LLC,
THE GC NET LEASE (NASHVILLE) INVESTORS, LLC,
THE GC NET LEASE (LARGO) INVESTORS, LLC,
each a Delaware limited liability company
|
|
| By: | PKST OP, L.P., a Delaware limited partnership | |
| By: |
PEAKSTONE REALTY TRUST, a Maryland
real estate investment trust, its General Partner
|
|
| By: | /s/ Javier F. Bitar | ||
| Name: | Javier F. Bitar | ||
| Title: | Chief Financial Officer and Treasurer | ||
[Signatures continued on next page.]
|
|
ARCP OFC BURLINGTON MA, LLC,
ARCP OFC PHOENIX (CENTRAL) AZ, LLC,
ARCP OFC BURLINGTON MA (PHASE 2), LLC,
VEREIT OFC LINCOLN HILL PA, LLC,
VEREIT OFC PHOENIX AZ, LLC,
CIM OFC PLATTEVILLE CO, LLC,
CIM OFC SPARKS MD, LLC,
CIM OFC MEMPHIS TN, LLC,
CIM OFC HUNT VALLEY MD, LLC,
each a Delaware limited liability company
|
|
| By: |
COLE CORPORATE INCOME OPERATING
PARTNERSHIP II, LP, a Delaware limited
partnership, its sole member
|
|
| By: |
GRT OP (CARDINAL NEW GP SUB), LLC, a
Delaware limited liability company, its General
Partner |
|
| By: |
PKST OP, L.P., a Delaware limited partnership, its
sole member
|
|
| By: |
PEAKSTONE REALTY TRUST, a
Maryland real estate investment trust, its
General Partner |
|
| By: | /s/ Javier F. Bitar | ||
| Name: | Javier F. Bitar | ||
| Title: |
Chief Financial Officer and
Treasurer
|
||
[Signatures continued on next page.]
|
CIM OFC SAN DIEGO CA, LP,
a Delaware limited partnership
|
||
| By: | CIM GP OFC San Diego CA, LLC, a Delaware limited liability company, its General Partner | |
| By: | COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, its sole member | |
| By: | GRT OP (CARDINAL NEW GP SUB), LLC, a Delaware limited liability company, its General Partner | |
| By: | PKST OP, L.P., a Delaware limited partnership, its sole member | |
| By: | PEAKSTONE REALTY TRUST, a Maryland real estate investment trust, its General Partner |
| By: | /s/ Javier F. Bitar |
||
| Name: | Javier F. Bitar | ||
| Title: | Chief Financial Officer and Treasurer | ||
[Signatures continued on next page.]
|
THE GC NET LEASE (WAKE FOREST) INVESTORS,
L.P., a Delaware limited partnership
|
||
| By: |
The GC Net Lease (Wake Forest) GP, LLC, a
Delaware limited liability company, its General
Partner |
|
| By: |
Cole Corporate Income Operating Partnership II,
LP, a Delaware limited partnership, its sole member
|
|
| By: | GRT OP (Cardinal New GP Sub), LLC, a Delaware limited liability company, its General Partner |
|
| By: |
PKST OP, L.P., a Delaware limited partnership, its
sole member |
|
| By: |
PEAKSTONE REALTY TRUST, a
Maryland real estate investment trust, its
General Partner
|
|
| By: | /s/ Javier F. Bitar |
||
| Name: | Javier F. Bitar | ||
| Title: |
Chief Financial Officer and Treasurer
|
||
|
THE GC NET LEASE (TRIAD I) INVESTORS, L.P., a
Delaware limited partnership
|
||
| By: |
The GC Net Lease (Triad I) GP, LLC, a
Delaware limited liability company, its
General Partner
|
||
| By: |
PKST OP, L.P., a Delaware limited
partnership, its sole member
|
||
| By: |
PEAKSTONE REALTY TRUST, a
Maryland real estate investment trust, its
General Partner
|
||
| By: |
/s/ Javier F. Bitar
|
||
| Name: | Javier F. Bitar | ||
| Title: | Chief Financial Officer and Treasurer | ||
[Signatures continued on next page.]
|
WR GRIFFIN PATTERSON, LLC
a Delaware limited liability company
|
||
| By: | PKST OP, L.P., a Delaware limited partnership | |
| By: |
PEAKSTONE REALTY TRUST, a Maryland
real estate investment trust, its General Partner
|
|
| By: | /s/ Javier F. Bitar | ||
| Name: | Javier F. Bitar | ||
| Title: | Chief Financial Officer and Treasurer | ||
[Signatures continued on next page.]
|
ARCP ID BELLEVUE OH, LLC,
each a Delaware limited liability company
|
||
| By: |
COLE CORPORATE INCOME OPERATING
PARTNERSHIP II, LP, a Delaware limited
partnership, its sole member
|
|
| By: |
GRT OP (CARDINAL NEW GP SUB), LLC, a
Delaware limited liability company, its General
Partner
|
|
| By: |
PKST OP, L.P., a Delaware limited partnership, its
sole member
|
|
| By: |
PEAKSTONE REALTY TRUST, a
Maryland real estate investment trust, its
General Partner
|
| By: | /s/ Javier F. Bitar | ||
| Name: | Javier F. Bitar | ||
| Title: |
Chief Financial Officer and
Treasurer
|
||
[End of signatures pages.]
[Signature Page to Ninth Amendment to Second Amended and Restated Credit Agreement]