Actionable news
0
All posts from Actionable news
Actionable news in HME: HOME PROPERTIES Inc,

Entry into a Material Definitive

On October7, 2015, effective as of the REIT Merger Effective Time (as defined below), certain subsidiaries of the Surviving Company (as defined below), as successor to the Company, each entered into one of 137 Multifamily Loan and Security Agreements or Amended and Restated Multifamily Loan and Security Agreements (collectively, the Loan Agreements) with Berkadia Commercial Mortgage, LLC (Berkadia), each dated as of October7, 2015, which collectively provide for 107 commercial mortgage loans (collectively, the Loans) in an original aggregate principal amount of $5,121,770,000. 106 of the Loans are comprised of 6 cross collateralized and cross-defaulted subpools and secured by liens on 106 multifamily properties. One of the Loans was not cross collateralized at the closing of such Loan, but will be cross collateralized at a later date if the underlying property is not sold within 30 days of the closing of the Mergers (as defined below).

Item 1.02.

Termination of a Material Definitive Agreement.

On October7, 2015, effective as of the closing of the Mergers, the Company discharged indebtedness under the following material agreements:

Note Purchase Agreement (as amended, the 2011 Note Purchase Agreement), dated December19, 2011, among the Company, the Partnership and each purchaser party thereto, pursuant to which the Partnership issued and sold to a small group of institutional investors $90,000,000 aggregate principal amount of 4.46% Senior Guaranteed Notes, SeriesA, due December19, 2018 and $60,000,000 aggregate principal amount of 5.00% Senior Guaranteed Notes, SeriesB, due December19, 2021 (the 2011 Notes);

Affiliate Guaranty, dated December19, 2011, made by the Company in favor of the purchasers of the 2011 Notes, pursuant to which the Company guaranteed repayment of the 2011 Notes;

Note Purchase Agreement (as amended, the 2012 Note Purchase Agreement) dated June27, 2012, among the Company, the Partnership and The Prudential Insurance Company of America, pursuant to which the Partnership issued to The Prudential Insurance Company of America a $50,000,000 principal amount 4.16% Note due June27, 2019 (the 2012 Note);

Affiliate Guaranty, dated June27, 2012, made by the Company in favor of the purchaser of the 2012 Note, pursuant to which the Company guaranteed repayment of the 2012 Note;

Amended and Restated Credit Agreement (as amended, the Credit Agreement), dated December9, 2011, among the Company, the Partnership, the lenders from time to time party thereto, Manufacturers

and Traders Trust Company, as administrative agent, Bank of America, N.A., PNC Bank, N.A. and RBS Citizens, N.A., as co-documentation agents, and U.S. Bank National Association, as syndication agent,

which provides for a $450,000,000 revolving credit facility and a $250,000,000 five-year unsecured term loan;

Loan Agreement, dated November19, 2014, by and among the Company, the Partnership and Manufacturers and Traders Trust Company, which provides for a $100,000,000 unsecured loan maturing December31, 2015; and

Amended and Restated Guaranty, dated December9, 2011, made by the Company and certain of the Partnerships subsidiaries in favor of Manufacturers and Traders Trust Company, as administrative agent, for the benefit of the lenders under the Credit Agreement, pursuant to which the Company and certain of the Partnerships subsidiaries guaranteed repayment of both loans under the Credit Agreement.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

Contribution Agreement

On October6, 2015 and October7, 2015, the Company and the Partnership completed the transactions contemplated by the Contribution Agreement.

Contribution Transaction

On October6, 2015, the Partnership contributed four properties (the Partnership Contribution) to UDR Lighthouse DownREIT L.P., a Delaware limited partnership formed by UDR and its affiliates for purposes of this transaction (the DownREIT Partnership), and the DownREIT Partnership assumed approximately $89 million of outstanding indebtedness secured by the contributed properties, in exchange for consideration valued at approximately $590 million, consisting of $22.6 million in cash and 16,219,914 limited partnership units of DownREIT Partnership (DownREIT Units). Simultaneously with the Partnership Contribution, the Company received from UDR

the right to subscribe for 16,137,973 shares of SeriesF Preferred Stock, par value $0.01 per share, of UDR (UDR SeriesF Preferred). The four properties contributed by the Partnership to the DownREIT Partnership in the Partnership Contribution consisted of (i)the apartment project commonly known as Eleven55 Ripley, located in Silver Spring, Maryland, (ii)the apartment project commonly known as Arbor Park of Alexandria, located in Alexandria, Virginia, (iii)the apartment project commonly known as The Courts at Dulles, located in Herndon, Virginia, and (iv)the apartment project commonly known as Newport Village, located in Alexandria, Virginia. In addition, the UDR Parties contributed or caused to be...


More