Attached files
| file | filename |
|---|---|
| EX-99.1 - Education Realty Trust, Inc. | v168119_ex99-1.htm |
| EX-10.1 - Education Realty Trust, Inc. | v168119_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): December 8, 2009 (December 2,
2009)
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Education
Realty Trust, Inc.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Maryland
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001-32417
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20-1352180
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(State or Other Jurisdiction of
Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
No.)
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530 Oak Court Drive, Suite
300
Memphis,
Tennessee
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38117
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(Address of Principal Executive
Offices)
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(Zip
Code)
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901-259-2500
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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 (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
December 2, 2009, Education Realty Trust, Inc. (the “Company”), through 21
wholly-owned special purpose entities, entered into an Amended and Restated
Master Credit Facility Agreement for a $246 million secured credit facility with
Red Mortgage Capital, Inc., a Fannie Mae DUS(R) lender (the “Amended Facility”).
The Amended Facility amends and restates the existing $222 million secured
credit facility with Red Mortgage Capital, dated December 31, 2008 (the
“Original Facility”). Pursuant to the Amended Facility, the Company has the
ability to expand the facility up to $300 million, provided certain conditions
are met.
The
Original Facility provided for fixed rate loans of approximately $16 million,
$72 million, and $60 million with maturities of five, seven, and ten-year terms,
respectively, with a weighted average annual fixed interest rate of
approximately 6.01%. The Original Facility also provided five-year
variable interest rate loans based on 30-day LIBOR totaling approximately $50
million. The variable rate loans are currently priced at a weighted average
interest rate of 3.63% per annum. The Amended Facility added three
new term loans totaling approximately $48 million. The new loans
consist of fixed rate loans of approximately $8 million, $17 million and $23
million with maturities of five, seven and ten year terms, respectively. The
weighted average annual fixed interest rate for the new term loans is
approximately 5.48%. The Company provided eight student housing communities as
collateral to facilitate the expansion of the Amended Facility.
Immediately
prior to closing on the Amended Facility, we had existing borrowings outstanding
on the Original Facility of approximately $196 million. These
borrowings were rolled over to and remain outstanding under the terms of the
Amended Facility. With this funding, the Company has drawn approximately $246
million in total loans under the Fannie Mae facility and has five unencumbered
student housing properties remaining in its portfolio.
The
obligations under the Amended Facility are secured by cross-collateralized first
priority mortgages on 21 of the Company’s student housing
communities. In addition, the nonrecourse loans are subject to
standard nonrecourse carveouts, which are guaranteed by the Company and
Education Realty Operating Partnership, LP.
The
Amended Facility contains customary affirmative and negative covenants and also
contains financial covenants that, among other things, require the Company to
comply with certain liquidity and networth tests. The loans may be
accelerated at the option of the lender upon the occurrence of an event of
default under the terms of the facility including, without limitation, the
failure to pay amounts due or filing of bankruptcy proceedings.
The
amount available to the Company and the Company’s ability to borrow from time to
time under the Amended Facility is subject to certain conditions and the
satisfaction of specified financial covenants, which include limiting
distributions to the Company’s stockholders.
The
foregoing description of the Amended Facility does not purport to be complete
and is qualified in its entirety by the terms of the Amended and Restated Master
Credit Facility Agreement which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated by reference herein.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 is incorporated herein by
reference.
2
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As
previously announced, effective January 1, 2010, Randall L. Churchey will become
the Company’s President and Chief Executive Officer. Paul O. Bower,
the Company’s current President and Chief Executive Officer will resign from his
current position effective December 31, 2009 but will remain as a member of the
Company’s Board of Directors serving as Chairman.
Since
2004, Mr. Churchey, age 49, has been a member of the board of directors of Great
Wolf Resorts, Inc., a publicly traded real estate investment trust (NASDAQ:
WOLF) and was the Interim Chief Executive Officer of Great Wolf from May 2008
until December 2008. Mr. Churchey is Co-chairman of the board of MCR
Development, LLC, a private hotel construction and management company. He was
President and Chief Executive Officer and a member of the board of directors of
Golden Gate National Senior Care (the successor to Beverly Enterprises) from
March 2006 to September 2007. Mr. Churchey served as President and Chief
Operating Officer of RFS Hotel Investors, Inc., a NYSE-listed hotel real estate
investment trust (NYSE: RFS), from 1999 to 2003. Mr. Churchey served as a
director of RFS from 2000 through 2003. From 2004 until its sale in 2008, Mr.
Churchey served on the board of trustees of Innkeepers USA Trust, a
publicly-traded real estate investment trust (NYSE: KPA). From 1997 to 1999, he
was Senior Vice President and Chief Financial Officer of FelCor Lodging Trust,
Inc., a NYSE-listed hotel real estate investment trust (NYSE: FCH). For nearly
15 years prior to joining FelCor, Mr. Churchey held various positions in the
audit practice of Coopers & Lybrand, LLP, including head of the real estate
and hospitality practice for the southwest US. In addition, Mr. Churchey served
on the Company’s Board from 2005 through 2006. Mr. Churchey holds a B.S. degree
in accounting from the University of Alabama and is a Certified Public
Accountant.
The
Company expects to enter into an executive employment agreement with Mr.
Churchey prior to his start date. Once finalized, the Company will
disclose the terms of the employment agreement on an amendment to this Form
8-K.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Amended
and Restated Master Credit Facility Agreement dated as of December 2,
2009, by and among Education Realty Trust, Inc., Education Realty
Operating Partnership, LP, the borrowers listed on Schedule 1, Red
Mortgage Capital, Inc. and Fannie Mae
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99.1
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Press
Release dated December 2, 2009, announcing the closing of the amended
Fannie Mae Credit Facility
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3
SIGNATURE
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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EDUCATION
REALTY TRUST, INC.
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Date: December 8,
2009
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By:
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/s/ Randall H.
Brown
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Randall H.
Brown
Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
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4
INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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10.1
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Amended
and Restated Master Credit Facility Agreement dated as of December 2,
2009, by and among Education Realty Trust, Inc., Education Realty
Operating Partnership, LP, the borrowers listed on Schedule 1, Red
Mortgage Capital, Inc. and Fannie Mae
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99.1
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Press
Release dated December 2, 2009, announcing the closing of the amended
Fannie Mae Credit Facility
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5