UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 6, 2006
Education Realty Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
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| 001-32417
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201352180 |
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| (Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 530 Oak Court Drive, Suite 300
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| Memphis, Tennessee
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38117 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
901-259-2500
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On March 30, 2006, our operating partnership subsidiary, Education Realty Operating
Partnership, L.P. (the “Operating Partnership) and KeyBank, National Association, as the
administrative agent, sole bookrunner, lead arranger and lender, entered into a senior unsecured
term loan facility (the “Term Loan”) in the amount of $50 million. In addition, effective March 30,
2006, the Operating Partnership amended and restated the revolving credit facility (the “Amended
Revolver”) dated January 31, 2005 in the amount of $100 million (the “Original Credit Agreement”).
Education Realty Trust, Inc. (the “Company”) will serve as the guarantor for any funds
borrowed by the Operating Partnership under the Amended Revolver and the Term Loan. Additionally,
the Amended Revolver is secured in a manner consistent with the original agreement whereby such
security generally consists of a cross-collaterialized, first mortgage lien on the Company’s
student housing properties. The Term Loan is not directly secured by a lien but has the benefit of
a negative pledge on the equity interest in the mortgaged properties. The Amended Revolver and Term
Loan have a term of three years and mature on March 31, 2009, provided that the Operating
Partnership may extend the maturity date for one year subject to certain conditions.
The interest rates per annum applicable to the Amended Revolver are, at the Operating
Partnership’s option, equal to a base rate or LIBOR plus an applicable margin based upon our
leverage. The interest rates per annum applicable to the Term Loan are, at the Operating
Partnership’s option, equal to a base rate plus 1.25% or LIBOR plus 2.75%.
The Operating Partnership’s Amended Revolver and Term Loan contain customary affirmative and
negative covenants and do contain financial covenants that, among other things, require the Company
and it’s subsidiaries to maintain certain minimum ratios of “EBITDA” (earnings before payment or
charges of interest, taxes, depreciation, amortization or extraordinary items) as compared to
interest expense and total fixed charges. The financial covenants also include consolidated net
worth and leverage ratio tests.
The foregoing descriptions of the Amended Revolver and the Term Loan do not purport to be
complete and is qualified in its entirety by the terms of the Amended Credit Agreement attached as
Exhibit 10.1 of this Report.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
As discussed in Item 1.01 above, effective March 30, 2006, we entered into the Amended
Revolver and Term Loan with KeyBank. The information reported in Item 1.01 above is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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10.1 |
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Credit Agreement dated as of March 30, 2006 among Education
Realty Operating Partnership, L.P., as borrower, the lenders
party thereto and KeyBank, National Association as
administrative agent |
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10.2 |
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Amended and Restated Credit Agreement dated as of March 30, 2006
among Education Realty Operating Partnership, L.P., and certain
of its subsidiaries as borrowers, the lenders party thereto and
KeyBank, National Association as administrative agent |