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): August 1, 2007
BioMed Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
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1-32261
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20-1142292 |
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(State or Other Jurisdiction
of Incorporation) |
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(Commission File No.)
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(I.R.S. Employer
Identification No.) |
17140 Bernardo Center Drive, Suite 222
San Diego, California 92128
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (858) 485-9840
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))
Item 1.01 Entry into a Material Definitive Agreement.
On August 1, 2007, BioMed Realty, L.P., the operating partnership subsidiary of BioMed Realty
Trust, Inc. (the “Company”), entered into a second amended and restated unsecured credit agreement
and a first amended and restated secured term loan agreement with KeyBank National Association
(“KeyBank”), as administrative agent, and certain other lenders.
The first amended and restated secured term loan agreement amends the terms of the Company’s
$250.0 million secured term loan to, among other things, reduce the borrowing rate, extend the
maturity date of the loan to August 1, 2012 and provide greater flexibility with respect to
covenants. The amended loan bears interest at a floating rate equal to, at the Company’s option,
either (a) reserve adjusted LIBOR plus 165 basis points or (b) the higher of (1) the prime rate
then in effect plus 25 basis points and (2) the federal funds rate then in effect plus 75 basis
points.
The second amended and restated unsecured credit agreement increases the Company’s available
borrowings under its unsecured line of credit from $500 million to $600 million and extends the
maturity date to August 1, 2011. Subject to the administrative agent’s reasonable discretion, the
Company may increase the amount of the revolving credit commitments to $1.0 billion upon satisfying
certain conditions. In addition, the Company, at its sole discretion, may extend the maturity date
of the revolving line of credit to August 1, 2012 after satisfying certain conditions and paying an
extension fee. The revolving line of credit bears interest at a floating rate equal to, at the
Company’s option, either (1) reserve adjusted LIBOR plus a spread which ranges from 100 to 155
basis points, depending on the Company’s leverage, or (2) the higher of (a) the prime rate then in
effect plus a spread which ranges from 0 to 25 basis points, or (b) the federal funds rate then in
effect plus a spread which ranges from 50 to 75 basis points, in each case, depending on the
Company’s leverage.
The amendments to the Company’s revolving line of credit and secured term loan include certain
revised restrictions and covenants which require compliance with financial covenants relating to
the minimum amounts of net worth, fixed charge coverage, unsecured debt service coverage, leverage
ratio, the maximum amount of secured and recourse indebtedness and certain investment limitations.
The foregoing description of the amendments to the Company’s revolving line of credit and
secured term loan does not purport to be complete and is qualified in its entirety by reference to
the complete text of the second amended and restated unsecured credit agreement and first amended
and restated secured term loan agreement, which are filed as exhibits to this report and
incorporated herein by reference.
In connection with the amendments to the revolving line of credit and secured term loan,
BioMed issued a press release, which is attached as Exhibit 99.1 hereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated herein by reference.