05/08/2026 | Press release | Distributed by Public on 05/08/2026 14:20
| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 8, 2026, certain subsidiaries of our consolidated joint venture, Mountain Industrial REIT LLC, or Mountain JV, entered into a mortgage loan agreement with Wells Fargo Bank, National Association, Citi Real Estate Funding Inc., Morgan Stanley Bank, N.A., Bank of America, N.A., Bank of Montreal and UBS AG New York Branch, or collectively, the lenders, pursuant to which Mountain JV obtained, in aggregate, a $1.62 billion loan secured by 90 of its properties, or the Loan. Also on May 8, 2026, we entered into a guaranty in favor of the lenders, pursuant to which we guaranteed certain limited recourse obligations of the applicable subsidiaries of Mountain JV with respect to the Loan. The Loan matures in May 2031 and bears interest at a weighted average fixed rate of 5.71% per annum.
Mountain JV used the net proceeds from the Loan towards the repayment in full of the $1.4 billion in aggregate principal amount outstanding under its floating rate mortgage loan with Citi Real Estate Funding Inc., UBS AG New York Branch, Bank of America, N.A., Bank of Montreal and Morgan Stanley Bank, N.A., and $0.2 billion in aggregate principal amount of its amortizing fixed rate mortgage debt, and then terminated the agreement governing the floating rate mortgage loan in accordance with its terms and without penalty.
The agreement governing the Loan contains customary covenants and provides for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default.
The lenders and/or certain of their affiliates under the Loan have engaged in, and may in the future engage in, investment banking, commercial banking, advisory and other commercial dealings in the ordinary course of business with us. They have received, and may in the future receive, customary fees and commissions for these engagements.
The descriptions of the agreements governing the Loan and related guaranty and the terminated floating rate loan included in this Item 1.01 are not complete and are subject to and qualified in their entirety by reference to the copy of the loan agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K, and to the copies of the loan agreement and the amendment thereto that were previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2022 and Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, respectively, which are incorporated in this Current Report on Form 8-K by reference.
| Item 1.02. | Termination of a Material Definitive Agreement. |
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Reference is hereby made to the information in Item 1.01 of this Current Report on Form 8-K, which is incorporated in these Items 1.02 and 2.03 by reference.