UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): September 28, 2006
Trustreet
Properties, Inc.
(Exact
name of registrant as specified in its charter)
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Maryland
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1-13089
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75-2687420
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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450
South Orange Avenue
Orlando,
Florida
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32801
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (407) 540-2000
(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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
September 28, 2006, Trustreet Properties, Inc. (the “Company”) entered into a
first amendment (the “Amendment”) to the Credit Agreement, dated as of April 8,
2005 (the “Credit Facility”), by and among the Company, as borrower, the certain
subsidiaries of the Company, as guarantors, the lenders party thereto, Bank
of
America, as administrative agent, letter of credit issuer and swing line bank,
and Banc of America Securities LLC, as soled lead arranger and sole book
manager. The Amendment makes the following material changes to the Credit
Facility:
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·
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A
new “accordion” feature was added that provides the Company the option to
increase the aggregate amount that may be borrowed under the Credit
Facility by up to an additional $200 million (to a maximum of $650
million), which additional amounts may be in the form of revolving
or term
loans (or a combination of revolving and term loans), at the option
of the
Company; and
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·
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The
rate of interest paid by the Company on revolving loans has been
revised
to fluctuate based on the Company’s consolidated leverage ratio (as
calculated under the Credit Facility). Under the Credit Facility,
the
interest rates payable on revolving loan commitments will be either
a
Eurodollar revolving loan rate, which is based on LIBOR plus an
“applicable margin,” or a base revolving loan rate equal to (i) the
greater of (x) the prime rate or (y) the federal funds effective
rate plus
0.5% plus (ii) an “applicable margin.” The applicable margins for
revolving loans are presented on the following
grid:
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Consolidated
Leverage Ratio
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Applicable
Margin for Eurodollar Revolving Loan Rate
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Applicable
Margin for Base Revolving Loan Rate
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Less
than or equal to 45%
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1.00%
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0
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Greater
than 45% but less than or equal to 50%
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1.25%
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0
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Greater
than 50% but less than or equal to 60%
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1.50%
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0.25%
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Greater
than 60%
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1.75%
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0.50%
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At
the
Company’s current consolidated leverage ratio, the annual interest rate payable
by the Company on revolving loans is a per annum rate equal to (a) LIBOR plus
1.5% or (b) (i) the greater of (x) the prime rate or (y) the federal funds
effective rate plus 0.5% plus (ii) 0.25%.
The
Amendment does not alter the rate of interest payable with respect to term
loans.
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·
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The
availability of funds under the Credit Facility has been enhanced
through
a revision of the calculation of the Company’s “borrowing base” under the
Credit Facility. The lenders under the Credit Facility may not extend
revolving loans to the Company if total amounts outstanding under
the
Credit Facility would exceed the borrowing base. The borrowing base
now
equals 55% (formerly 50%) multiplied by the Company’s “borrowing base
asset value” under the Credit Facility, less certain amounts guaranteed by
subsidiaries of the Company. In addition, the capitalization rate
used in
calculating the “borrowing base asset value” has been reduced to 8% from
9%, meaning the “borrowing base asset value” will be larger as calculated
under the Amendment.
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·
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In
addition, revisions were made with respect to certain of the Company’s
covenants under the Credit
Facility.
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The
Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
On
September 28, 2006, the Company entered into the Amendment, the terms of which
are described in Item 1.01 above.
Item 8.01.
Other Events
On
October 2, 2006, the Company issued a press release announcing that it has
entered into the Amendment, the terms of which are described in Item 1.01
above. The press release is attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 First
Amendment to Credit Agreement, dated as of September 28, 2006, by and
among the
Registrant, as borrower, certain subsidiaries of the Registrant, as guarantors,
Bank of America,
N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender, Banc of
America
Securities LLC, as Sole Lead Arranger and Sole Book Manager, and the lenders
party
thereto.
99.1 Press
release relating to First Amendment to Credit Agreement.
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.
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Date:
October 2, 2006
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TRUSTREET
PROPERTIES, INC.
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By:
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/s/
Steven D. Shackelford
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Steven
D. Shackelford
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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First
Amendment to Credit Agreement, dated as of September 28, 2006, by
and
among the Registrant, as borrower, certain subsidiaries of the Registrant,
as guarantors, Bank of America, N.A., as Administrative Agent, L/C
Issuer
and Swing Line Lender, Banc of America Securities LLC, as Sole Lead
Arranger and Sole Book Manager, and the lenders party thereto.
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99.1
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Press
release relating to First Amendment to Credit
Agreement.
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