United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement |
On December 1, 2022, Orion Office REIT Inc. (the “Company”), as parent, and its operating partnership, Orion Office REIT LP (“Orion OP”), as borrower, entered into that certain First Amendment (the “Amendment”) to its credit agreement with Wells Fargo Bank, N.A., as Administrative Agent (as amended, the “Revolver/Term Loan Credit Agreement”) and the lenders party thereto. The Revolver/Term Loan Credit Agreement continues to provide for a $425 million senior revolving credit facility maturing on November 12, 2024 (the “Revolving Facility”), including a $25 million letter of credit sub-facility, and a $175 million senior term loan facility maturing on November 12, 2023 (the “Term Loan Facility,” and together with the Revolving Facility, the “Revolver/Term Loan Facilities”).
The Amendment, among other things, (i) changes the benchmark rate under the Revolver/Term Loan Credit Agreement for borrowings from LIBOR to SOFR (the secured overnight financing rate as administered by the Federal Reserve Bank of New York), subject to certain adjustments specified in the Revolver/Term Loan Credit Agreement, and (ii) updates certain other provisions regarding successor interest rates to LIBOR.
Following the effectiveness of the Amendment, the interest rate applicable to loans under the Revolver/Term Loan Facilities may, at the election of Orion OP, be determined on the basis of Daily Simple SOFR, Term SOFR or a base rate, in the case of a SOFR loan, plus a SOFR adjustment of 0.10% per annum, and in the case of a SOFR loan or a base rate loan, plus an applicable margin. This applicable margin was not adjusted as a result of the Amendment other than the change from LIBOR to SOFR and is now (1) in the case of the Revolving Facility, 2.50% for SOFR loans and 1.50% for base rate loans, and (2) in the case of the Term Loan Facility, 2.50% for SOFR loans and 1.50% for base rate loans.
As of December 1, 2022, following the effectiveness of the Amendment, there was $9.0 million of principal amount outstanding under the Revolving Credit Facility and the interest rate per annum on such borrowings was 6.39%, and there was $175.0 million of principal amount outstanding under the Term Loan Facility and the interest rate per annum on such borrowings continued to be swapped to a fixed rate and the fixed rate is 3.17%.
The Administrative Agent and other lenders under the Revolver/Term Loan Facilities or their affiliates are also agents and forward purchasers under the Company’s “at the market” offering program for its common stock.
The above descriptions of the Amendment and the Revolver/Term Loan Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment (including the copy of the Revolver/Term Loan Credit Agreement attached thereto), which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 10.1 | First Amendment to Credit Agreement, dated as of December 1, 2022, among Orion Office REIT LP, as Borrower, Orion Office REIT Inc., as Parent, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |
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.
| ORION OFFICE REIT INC. | ||||||
| Date: December 5, 2022 | By: | /s/ Paul H. McDowell | ||||
| Paul H. McDowell | ||||||
| Chief Executive Officer | ||||||