Easterly Government Properties Enters Material Agreement

TL;DR

EGP just signed a big deal, creating a new financial obligation. Watch this space.

AI Summary

Easterly Government Properties, Inc. (EGP) announced on June 3, 2024, the entry into a material definitive agreement. This filing also details the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The company is a real estate investment trust incorporated in Maryland.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Easterly Government Properties, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The creation of a material definitive agreement and a new financial obligation introduces potential risks related to the terms and execution of this arrangement.

Key Numbers

• 001-36834 — SEC File Number (Identifies the company's filing history with the SEC.)
• 47-2047728 — IRS Number (Company's Employer Identification Number.)

Key Players & Entities

• Easterly Government Properties, Inc. (company) — Registrant
• June 3, 2024 (date) — Date of earliest event reported
• 001-36834 (company) — Commission File Number
• 47-2047728 (company) — IRS Employer Identification No.
• Maryland (company) — State of Incorporation

FAQ

Key Financial Figures

• $400.0 million — The New Credit Agreement provides for a $400.0 million senior unsecured revolving credit facil
• $300.0 million — ustomary terms and conditions, of up to $300.0 million. The New Revolver has an initial four-y
• $450.0 million — it Facility"), which provides for (i) a $450.0 million senior unsecured revolving credit facil
• $200.0 million — cility (the "2021 Revolver") and (ii) a $200.0 million senior unsecured term loan (the "2018 T
• $300 m — l lender commitments in an amount up to $300 million, not up to $250 million as origin
• $250 million — an amount up to $300 million, not up to $250 million as originally announced, for a total Ne
• $700 million — a total New Revolver capacity of up to $700 million. A copy of the corrected press releas

Filing Documents

• dea-20230530.htm (8-K) — 52KB
• dea-ex10_1.htm (EX-10.1) — 2000KB
• dea-ex99_1.htm (EX-99.1) — 17KB
• img154181989_0.jpg (GRAPHIC) — 9KB
• img154181989_1.jpg (GRAPHIC) — 9KB
• 0000950170-24-069085.txt ( ) — 2469KB
• dea-20230530.xsd (EX-101.SCH) — 25KB
• dea-20230530_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. New Credit Agreement On June 3, 2024, Easterly Government Properties, Inc. (the "Company"), its operating partnership, Easterly Government Properties LP (the "Operating Partnership") and certain subsidiaries of the Operating Partnership entered into a credit agreement (the "New Credit Agreement") with Citibank, N.A., as administrative agent, Wells Fargo Bank, N.A., PNC Bank, National Association and Truist Bank, as co-syndication agents, BMO Bank, N.A., Raymond James Bank and U.S. Bank National Association as co-documentation agents, and Citibank, N.A., Wells Fargo Securities, LLC, PNC Capital Markets LLC and Truist Securities, Inc., as joint lead arrangers and joint book running managers, and the other financial institutions party thereto. The Operating Partnership is the borrower, and the Company and certain of the Operating Partnership's subsidiaries that directly own certain of the Company's properties are guarantors under the New Credit Agreement. The New Credit Agreement provides for a $400.0 million senior unsecured revolving credit facility (the "New Revolver"), which includes an accordion feature that provides the Company with additional capacity, subject to the satisfaction of customary terms and conditions, of up to $300.0 million. The New Revolver has an initial four-year term and will mature in June 2028, with two six-month as-of-right extension options, subject to certain conditions and the payment of an extension fee. Borrowings under the New Revolver will, at the Operating Partnership's option, bear interest at floating rates equal to either (i) a fluctuating rate equal to the sum of (a) the highest of (x) Citibank, N.A.'s base rate, (y) the federal funds effective rate plus 0.50% and (z) the one-month adjusted term secured overnight financing ("SOFR") rate plus 1.00%, plus, in each case, (b) a margin ranging from 0.20% to 0.80% based on the Company's leverage ratio, (ii) the daily simple

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 4, 2024, the Company issued a press release announcing the terms of the Company's New Revolver. The press release included an error with respect to the description of the accordion feature and total capacity amount under the New Revolver. The New Revolver has an accordion feature that allows the Company to request additional lender commitments in an amount up to $300 million, not up to $250 million as originally announced, for a total New Revolver capacity of up to $700 million. A copy of the corrected press release is furnished as Exhibit 99.1 to this Current Report. The information in this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, 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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 10.1 Credit Agreement, dated as of June 3, 2024, by and among the Company, the Operating Partnership, the Guarantors named therein, the Initial Lenders and Initial Issuing Banks named therein, and Citibank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., PNC Bank, National Association and Truist Bank, as Co-Syndication Agents, BMO Bank, N.A., Raymond James Bank and U.S. Bank National Association, as Co-Documentation Agents, and Citibank, N.A., Wells Fargo Securities, LLC, PNC Capital Markets LLC and Truist Securities, Inc., as Joint Lead Arrangers and Joint Book Running Managers 99.1 Press Release, dated June 4, 2024 104 Cover Page Interactive Data File (embedded within the inline XBRL document.)

SIGNATURES

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. EASTERLY GOVERNMENT PROPERTIES, INC. Date: June 5, 2024 By: /s/ Franklin V. Logan Franklin V. Logan Executive Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR