Item 1.01 Entry into a Material Definitive Agreement.
The information set forth under Item 2.03, “Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant” 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 May 28, 2026, Piedmont Realty Trust, Inc. (the “Registrant”) and its operating partnership, Piedmont Operating Partnership, LP (“Piedmont OP”), entered into an amendment (the “Amendment”) to its Term Loan Agreement, dated January 30, 2024, as amended (the “Term Loan Agreement”) to, among other things, increase the principal amount to $400 million from $325 million and extend the maturity date to May 28, 2031. Subject to certain conditions, the Registrant may prepay the loans outstanding under the Term Loan Agreement, in whole or in part, at any time without premium or penalty. Additionally, the Amendment provides for an increase or decrease to the Registrant’s debt rating as the basis for determining the applicable interest rate as set forth below:
|
|
|
|
|
|
|
|
|
|
|
| Level |
|
Credit Rating (S&P/Moody’s/Fitch) |
|
Applicable Margin for Term Benchmark Loans and RFR Loans |
|
|
Applicable Margin for Base Rate Loans |
|
| 1 |
|
A-/A3 or higher |
|
|
0.75 |
% |
|
|
0.00 |
% |
| 2 |
|
BBB+/Baa1 |
|
|
0.80 |
% |
|
|
0.00 |
% |
| 3 |
|
BBB/Baa2 |
|
|
0.90 |
% |
|
|
0.00 |
% |
| 4 |
|
BBB-/Baa3 |
|
|
1.15 |
% |
|
|
0.15 |
% |
| 5 |
|
< BBB-/Baa3 |
|
|
1.55 |
% |
|
|
0.55 |
% |
Notwithstanding the above, if (i) the Registrant’s Total Leverage Ratio (as defined in the Term Loan Agreement) at the end of the fiscal quarter is 35% or less and the credit ratings of the Registrant or Piedmont OP from S&P and Moody’s are BBB/Baa2, then Level 2 shall apply and (ii) the Total Leverage Ratio at the end of the fiscal quarter is 35% or less and the credit ratings of the Registrant or Piedmont OP from S&P and Moody’s are BBB-/Baa3, then Level 3 shall apply. As of May 28, 2026, the applicable interest rate is SOFR + 1.15%.
The Registrant guarantees Piedmont OP’s obligations under the Term Loan Agreement. Upon the occurrence of certain events of default under the Term Loan Agreement, the outstanding principal amount and any accrued interest may be declared immediately due and payable.
The foregoing does not purport to be a complete description of the terms of the Amendment to the Term Loan Agreement and is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
|
|
|
| Exhibit No. |
|
Description |
|
|
| 10.1 |
|
Amendment No. 4 to Term Loan Agreement, dated as of May 28, 2026, by and among Piedmont Operating Partnership, LP, Piedmont Realty Trust, Inc., Truist Securities, Inc., JPMorgan Chase Bank, N.A., TD Securities (USA) LLC, BofA Securities, Inc., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners, Morgan Stanley Senior Funding, Inc. and U.S. Bank National Association, as Joint Lead Arrangers, Truist Bank, as Administrative Agent, JPMorgan Chase Bank, N.A., TD Securities (USA) LLC, Bank of America, N.A., and Wells Fargo Bank, N.A., as Co-Syndication Agents, and Morgan Stanley Senior Funding, Inc. and U.S. Bank National Association, as Co-Documentation Agents and each lender signatory thereto |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |