Item 1.01 Entry Into a Material Definitive Agreement.
On January 22, 2020, Plymouth Industrial OP, LP (the "Borrower"), the operating
partnership subsidiary of Plymouth Industrial REIT, Inc. (the "Company"), and
the guarantors named therein entered into a Credit Agreement with KeyBank
National Association ("KeyBank") and the other lenders that are parties thereto,
with KeyBank, as Agent, and KeyBank Capital Markets, as Sole Lead Arranger and
Sole Book Manager (the "Credit Agreement"). The Credit Agreement provides the
Borrower with a term loan with a total commitment of $100 million, subject to
certain conditions. The Credit Agreement matures on the earlier of (1) Octoer
22, 2020 and the date KeyBank ceases to serve as administrative agent under the
Company's Amended and Restated Credit Agreement, dated as of August 7, 2019.
Borrowings under the Credit Agreement bear interest at 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 100 and 150 basis points for base rate loans or
a spread between 200 and 250 basis points for LIBOR rate loans, with the amount
such spread depending on the Borrower's total leverage ratio. The Credit
Agreement is secured by the equity interests of certain of the Borrower's
wholly-owned subsidiary property owners.
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
Borrower's use of proceeds to, among other things, repaying existing loans,
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. The Credit
Agreement also contains financial covenants that require the Company to maintain
a minimum fixed charge coverage ratio of 1.35 to 1.0, a maximum total
indebtedness to total asset value of 65%, a minimum net worth of $275,603,597,
plus 80% of any future issuance of equity by either the Company or the Borrower,
and a minimum debt service coverage ratio of not less than 1.50 to 1.0.
In the event of a default by the 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.
A copy of the Credit Agreement is attached to this current report on Form 8-K as
Exhibit 10.1 and is incorporated by reference as though it were fully set forth
herein. The foregoing summary description of the Credit Agreement and the
transaction contemplated thereby is not intended to be complete and is qualified
in its entirety by the complete text of the Credit Agreement.
Item 2.02 Results of Operations and Financial Condition
On January 23, 2020, the Company issued a press release announcing that in the
fourth quarter of 2019 the Company had (1) completed the purchase of 13
industrial buildings totaling approximately 2,857,000 square feet for total
consideration of approximately $102.1 million and (2) entered into leases
totaling an aggregate of 660,000 square feet, including renewal leases for
approximately 288,000 square feet and new leases for approximately 372,000
square feet, resulting in an 8.7% increase in rental rates on a cash basis from
the leases.
Item 2.03 Creation 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 7.01 Regulation FD Disclosure
On January 23, 2020, the Company issued a press release announcing the matters
described above. A copy of that press is furnished as Exhibit 99.1 to this
Current Report on Form 8-K. In accordance with General Instruction B.2 to Form
8-K, the information contained in Item 7.01 of this Current Report on Form 8-K
is being "furnished" and shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that Section. The information in this
Current Report shall not be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
10.1 Credit Agreement, dated January 22, 2020, by and among
Plymouth Industrial OP, LP, the Guarantors from time to time
party thereto, KeyBank National Association and the other
Lenders party thereto
99.1 Press Release dated January 23, 2020
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