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Name | Symbol | Market | Type |
---|---|---|---|
Brookfield Property REIT Inc | NASDAQ:BPYUP | NASDAQ | Preference Share |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 25.20 | 25.20 | 25.21 | 0 | 01:00:00 |
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 29, 2020
Brookfield Property REIT Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-34948 | 27-2963337 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
250 Vesey Street, 15th Floor, New York NY 10281
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (212) 417-7000
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:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
Class A Stock, par value $0.01 per share | BPYU | Nasdaq Global Select Market | ||
6.375% Series A Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share | BPYUP | Nasdaq Global Select Market |
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 |
On July 29, 2020, Brookfield Property REIT Inc. (the “Company”), the borrowers party thereto and the lenders under the Credit Agreement (the “Lenders”) entered into the First Amendment (the “First Amendment”) to the Credit Agreement, dated as of August 24, 2018 (the “Credit Agreement”), among the Company, the borrowers party thereto, the Lenders and Wells Fargo Bank, National Association, as administrative agent in order to give effect to certain amendments to the Credit Agreement, including, but not limited to the below:
• |
The Lenders have agreed to certain covenant relief in respect of the financial covenants through the fiscal quarter ending June 30, 2021 (the “Covenant Relief Period”). The Maximum Total Indebtedness to Value Ratio financial maintenance covenant is being eliminated permanently. The Minimum Fixed Charge Coverage Ratio is being reduced to 1.20x during the Covenant Relief Period and increasing to 1.35x thereafter. |
• |
The applicable margin for the Term A Loans and Revolving Facility will be L+3.00% during the Covenant Relief Period – and thereafter, will be L+3.00% if the Total Net Indebtedness to Value Ratio is greater than 70%. |
• |
The Company is agreeing to maintain an ongoing Liquidity Covenant (set at $500mm) which will be tested as of the last day of each month against the amount of unrestricted cash, undrawn available amounts under the revolving credit facility and undrawn amounts under the new Brookfield Liquidity Facility. The Company will enter into and maintain a $500mm Brookfield Liquidity Facility (the “Brookfield Liquidity Facility”) and prior to the date the Company demonstrates compliance with the financial covenants in effect under the Credit Agreement prior to the First Amendment, any interest and principal payments thereunder must be paid-in-kind. |
• |
The Company will be required to “match-fund” drawings under the revolving credit facility in excess of $1.0 billion using proceeds of either the Brookfield Liquidity Facility or issuances of Qualified Equity Interests. The match-funding requirement will be required to be made (i) monthly, whereby any drawing during that month is in excess of the prior highest balance of the revolver (in excess of $1.0 billion), (ii) within 10 business days of a request from the agent if as of any day during a month, the excess draw amount would exceed $10mm and (iii) at any time of request for a revolving loan that the excess would be $100mm or greater (which would be match-funded substantially concurrently with the requested revolving loan draw). |
• |
The Company will also be required to make additional prepayments of the Term A loans with proceeds of certain equity, debt issuances and asset sales. |
• |
As part of the First Amendment, the Company is agreeing to a number of additional restrictions, including restrictions on incurring additional indebtedness, making of certain restricted payments and the use of proceeds under the revolving facility, which will apply either through the end of the Covenant Relief Period – and in the case of certain provisions, until the Company demonstrates compliance with the financial covenants in effect under the Credit Agreement prior to the First Amendment |
The foregoing summary of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the First Amendment filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference. Capitalized terms used but not defined herein have the meanings ascribed to them in the First Amendment and the Credit Agreement.
Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure required by this item and contained in Item 1.01 of this Form 8-K is in incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
3
SIGNATURES
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.
BROOKFIELD PROPERTY REIT INC. | ||||||
Date: July 29, 2020 | By: |
/s/ Michelle Campbell |
||||
Name: | Michelle Campbell | |||||
Title: | Secretary |
4
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