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EX-10 - Plymouth Industrial REIT, Inc.ex10-2.htm
EX-10 - Plymouth Industrial REIT, Inc.ex10-1.htm

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

March 8, 2018

Date of Report (Date of earliest event reported)

 

PLYMOUTH INDUSTRIAL REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

         
MARYLAND   001-38106   27-5466153

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

   

260 Franklin Street, 6th Floor

Boston, MA 02110

(Address of Principal Executive Offices) (Zip Code)

(617) 340-3814

(Registrant’s Telephone Number, Including Area Code)

 

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):

 

¨ 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))

 Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1.01Entry Into a Material Definitive Agreement.

 

On March 8, 2018, Plymouth Industrial OP, LP (the “Borrower”), the operating partnership subsidiary of Plymouth Industrial REIT, Inc. (the “Company”), and the guarantors named therein entered into an Increase Agreement (the “Increase Agreement”) to the Credit Agreement with KeyBank National Association and the other lenders that are parties thereto (the “Credit Agreement”) entered into as of August 11, 2017. The Increase Agreement increases the total commitment under the Credit Agreement to $45 million. The Credit Agreement has an accordion feature that allows the total borrowing capacity under the Credit Agreement to be increased to $75 million, subject to certain conditions. The Credit Agreement matures in August 2020 and has one, 12-month extension option, subject to certain conditions. Borrowing under the Credit Agreement bear interest as either (1) the base rate (determined as the highest of (a) KeyBank’s prime rate, (b) the Federal Funds rate plus 0.50% and (c) the one month LIBOR rate plus 1.0% or (2) LIBOR, plus, in either case, a spread between 250 and 300 basis points depending on the Borrower’s total leverage ratio. The Credit Agreement is secured by certain assets of the Borrower and the subsidiary guarantors.

 

The Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. The covenants limit the Borrowers use of proceeds to, among other things, funding acquisitions of additional properties, funding capital and construction expenditures, tenant improvements, leasing commissions and property and equipment acquisitions and for general working capital purposes.

 

In the event of a default by Borrower, the agent may, and at the request of the requisite number of lenders, shall, declare all obligations under the Credit Agreement immediately due and payable, terminate the lenders’ commitments to make loans under the Credit Agreement and enforce any and all rights of the lenders or the agent under the Credit Agreement and related documents.

 

Copies of the Increase Agreement and Amended and Restated Promissory Note are attached to this current report on Form 8-K as Exhibits 10.1 and 10.2 and are incorporated by reference as though they were fully set forth herein. The foregoing summary description of the Increase Agreement and the transaction contemplated thereby is not intended to be complete and is qualified in its entirety by the complete text of the Increase Agreement.

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

The information contained in Item 1.01 above is incorporated herein by reference.

 

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits:

 

  Exhibit No.   Description
  10.1   Increase Agreement, dated as of March 8, 2018, by and among Plymouth Industrial OP, LP, the Guarantors from time to time party thereto, KeyBank National Association and the other lenders party thereto.  
  10.2   Amended and Restated Promissory Note (Key Bank)
       
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

             
        PLYMOUTH INDUSTRIAL REIT, INC.
       
Date: March 9, 2018       By:  

/s/ Jeffrey E. Witherell

            Jeffrey E. Witherell
            Chief Executive Officer
             
             
 

EXHIBIT INDEX

 

  Exhibit No.   Description
  10.1   Increase Agreement, dated as of March 8, 2018, by and among Plymouth Industrial OP, LP, the Guarantors from time to time party thereto, KeyBank National Association and the other lenders party thereto.  
  10.2   Amended and Restated Promissory Note (Key Bank)