Item 5. Other Information
Item 5. Other Information
As of the quarter ended September 30, 2021, all items required to be disclosed in a Current Report on Form 8-K were reported under Form 8-K.
Entry Into a Material Definitive Agreement; Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
On October 26, 2021, we entered into:
• the October 2021 Credit Facility Amendment, which amended the Credit Agreement, dated as of July 26, 2018, with Wells Fargo Bank, National Association and other lenders;
• the Amendment to Unsecured Term Loan A, which amended the term loan agreement, dated as of December 20, 2016, with Wells Fargo Bank, National Association and other lenders;
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• an amendment to the term loan agreement, dated as of July 28, 2017, with Bank of America, N.A. and other lenders, providing for the Unsecured Term Loan D (the “Amendment to Unsecured Term Loan D”);
• an amendment to the term loan agreement, dated as of July 26, 2018, with Wells Fargo Bank, National Association and other lenders, providing for the Unsecured Term Loan E (the “Amendment to Unsecured Term Loan E”);
• an amendment to the term loan agreement, dated as of July 12, 2019, with Wells Fargo Bank, National Association and other lenders, providing for the Unsecured Term Loan F (the “Amendment to Unsecured Term Loan F”); and
• an amendment to the term loan agreement, dated as of April 17, 2020, with Wells Fargo Bank, National Association and other lenders, providing for the Unsecured Term Loan G (the “Second Amendment to Unsecured Term Loan G”).
October 2021 Credit Facility Amendment
On October 26, 2021, we entered into the October 2021 Credit Facility Amendment that provides for an extension of the maturity date to October 24, 2025, with two six-month extension options, subject to certain conditions, and a reduced current interest rate of LIBOR plus a spread of 0.775% and facility fee of 0.15%, each based on our current debt rating (as defined in the credit agreement) and leverage level. Other than the maturity and interest rate provisions described above, the material terms of our unsecured credit facility remain unchanged.
Amendment to Unsecured Term Loan A
On October 26, 2021, we entered into the Amendment to Unsecured Term Loan A that provides for an extension of the maturity date to March 15, 2027 and a reduced current interest rate of LIBOR plus a spread of 0.85% based on our current debt rating (as defined in the loan agreement) and leverage level. On October 26, 2021, we entered into three interest rate swaps with a total notional amount of $150.0 million, which fix LIBOR at 1.3045% on the Unsecured Term Loan A. The interest rate swaps become effective on April 1, 2022 (upon the maturity of the interest rate swaps previously designated to the Unsecured Term Loan A) and mature on March 15, 2027. Other than the maturity and interest rate provisions described above, the material terms of the Unsecured Term Loan A remain unchanged.
Amendments to Unsecured Term Loans
On October 26, 2021, we entered into the Amendment to Unsecured Term Loan E, the Amendment to Unsecured Term Loan F, and the Second Amendment to Unsecured Term Loan G that provide for reduced current interest rates on each of the loans to LIBOR plus a spread of 0.85% based on our current debt rating (as defined in each of the loan agreements) and leverage level. Other than the interest rate provisions described above, the material terms of the Unsecured Term Loan E, the Unsecured Term Loan F, and the Unsecured Term Loan G remain unchanged.
On October 26, 2021, we entered into the Amendment to Unsecured Term Loan D to conform certain provisions of such loan agreement to our unsecured credit facility.
In connection with entering into the October 2021 Credit Facility Amendment and the amendments to our unsecured term loans, we paid customary arrangement and/or amendment fees to affiliates of Wells Fargo Bank, National Association and Bank of America, N.A., and to the other lenders or their affiliates.
The foregoing descriptions of the October 2021 Credit Facility Amendment and the amendments to our unsecured term loans do not purport to be complete and are qualified in their entirety by reference to the amended loan agreements, copies of which will be filed as exhibits to our Annual Report on Form 10-K for the year ending December 31, 2021.
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Item 6. Exhibits
Exhibit
Number Description of Document
10.1 * Note Purchase Agreement, dated as of July 8, 2021, by and among STAG Industrial Operating Partnership, L.P., STAG Industrial, Inc. and the purchasers named therein
31.1 * Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 * Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 ** Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS * Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH * Inline XBRL Taxonomy Extension Schema Document
101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 * Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
STAG INDUSTRIAL, INC.
Date: October 28, 2021 BY: /s/ WILLIAM R. CROOKER
William R. Crooker
President, Chief Financial Officer and Treasurer (Principal Financial Officer)
BY: /s/ JACLYN M. PAUL
Jaclyn M. Paul
Chief Accounting Officer, Senior Vice President (Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.