ORION OFFICE REIT INC. : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

On February 10, 2022 (the “Closing Date”), certain indirect subsidiaries of
Orion Office REIT Inc. (“Orion”) (the “Mortgage Borrowers”) obtained a $355
million
fixed rate mortgage loan (the “Loan”) from Wells Fargo Bank, National
Association
(the “Lender”), which is secured by the Mortgage Borrowers’ fee
simple or ground lease interests in 19 properties owned indirectly by Orion
(collectively, the “Mortgaged Properties“) (the “Loan Agreement”). The Loan
bears interest a fixed rate of 4.821% per annum (subject to the paragraph below)
and matures on February 11, 2027. The Loan requires monthly payments of interest
only and all principal is due at maturity. The proceeds of the Loan were used to
repay the CMBS Bridge Credit Agreement (as defined below). Upon closing of the
Loan, the Mortgage Borrowers funded $35.5 million of loan reserves primarily for
future rent concessions and tenant improvement allowances under the leases with
respect to the 19 Mortgaged Properties. These amounts, as well as the
transaction expenses incurred in connection with the Loan, were funded with cash
on hand and borrowings under Orion’s three year $425 million senior revolving
credit facility dated November 12, 2021.

The Loan is intended to be securitized as a single asset single borrower CMBS
issuance. In connection therewith, the Lender has the right to increase the
interest rate by up to 0.15% in order to effect a successful securitization,
resulting in a maximum fixed interest rate of 4.971%.

The Loan is secured by, among other things, first priority mortgages and deeds
of trust granted by the Mortgage Borrowers and encumbering the Mortgaged
Properties
.

The Loan is generally not freely prepayable by the Mortgage Borrowers without
payment of certain prepayment premiums and costs. The Loan may be prepaid in
whole, but not in part, except as provided in the Loan Agreement, at any time
following the Prepayment Lockout Release Date (as defined in the Loan Agreement)
(generally two years after the Loan has been fully securitized), subject to the
payment of a yield maintenance premium and the satisfaction of other terms and
conditions set forth in the Loan Agreement. Further, releases of individual
properties are permitted in connection with an arms’ length third party sale
upon repayment of the Release Price (as defined in the Loan Agreement) for the
applicable individual property and subject to payment of the applicable yield
maintenance premium and the satisfaction of other terms and conditions set forth
in the Loan Agreement.

The Loan Agreement also contains customary cash management provisions, including
certain trigger events (such as failure of the Mortgage Borrowers to satisfy a
minimum debt yield) which allow the Lender to retain any excess cash flow as
additional collateral for the Loan, until such trigger event is cured.

In connection with the Loan Agreement, Orion (as the guarantor) delivered a
customary non-recourse carveout guaranty to the Lender (the “Guaranty”), under
which Orion guaranteed the obligations and liabilities of the Mortgage Borrowers
to the Lender with respect to certain non-recourse carveout events and the
circumstances under which the Loan will be fully recourse to the Mortgage
Borrowers, and which includes requirements for Orion to maintain a net worth of
no less than $355 million and liquid assets of no less than $10 million, in each
case, exclusive of the values of the collateral for the Loan. The Mortgage
Borrowers and Orion also provided a customary environmental indemnity agreement,
pursuant to which the Mortgage Borrowers and Orion agreed to protect, defend,
indemnify, release and hold harmless the Lender from and against certain
environmental liabilities relating to the Mortgaged Properties.

The loan documents evidencing the Loan (including the Loan Agreement, the
Guaranty, mortgages, deeds of trust, notes, and other documents, collectively,
the “Loan Documents”) include customary representations, warranties and
covenants of the Mortgage Borrowers and Orion. The Loan Documents also include
customary events of default, the occurrence of which, following any applicable
grace period, would permit the Lender to, among other things, declare the
principal, accrued interest and other obligations of the Mortgage Borrowers
under the Loan Documents to be immediately due and payable and foreclose on the
Mortgaged Properties.

The above description of the Loan Agreement and the Guaranty does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Loan Agreement and the Guaranty, which are attached as Exhibit 10.1 and
Exhibit 10.2, respectively, to this Current Report on Form 8-K, each of which is
incorporated by reference herein.

Item 1.02. Termination of a Material Definitive Agreement

The Loan Documents replaced that certain credit agreement (the “CMBS Bridge
Credit Agreement”), dated November 12, 2021, which provided for a 6-month, $355
million
senior bridge term loan facility with Wells Fargo Bank, National
Association
, as administrative agent, and the lenders party thereto and the
guaranty related thereto, both of which were repaid in full and terminated
concurrently with the execution of the Loan Documents.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant



The information included in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.



On February 11, 2022, the Compensation Committee of the Board of Directors of
Orion, approved the award to each of Orion’s named executive officers, Paul
McDowell
, Gavin Brandon, and Chris Day, of a pro-rated 2021 annual performance
bonus equal to $73,835.62, $60,410.96 and $40,273.97, respectively, due to their
significant contributions to Orion in 2021.

Item 9.01. Financial Statements and Exhibits.




 (d) Exhibits.




Exhibit No                                 Description
  10.1         Loan Agreement, dated February 10, 2022, by and between the entities
             identified on Schedule I thereto, as Borrower, and Wells Fargo Bank,
             National Association, as Lender.
  10.2         Guaranty of Recourse Obligations, dated February 10, 2022, made by
             Orion Office REIT Inc. in favor of Wells Fargo Bank, National
             Association, as Lender.
104          Cover Page Interactive Data File (formatted as inline XBRL and
             contained in Exhibit 101).

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