Item 1.01 Entry into a Material Definitive Agreement
OnJanuary 5, 2023 ("Effective Date"),American Assets Trust, Inc. (the "Company") andAmerican Assets Trust, L.P. (the "Operating Partnership") entered into the Amended and Restated Term Loan Agreement ("Amended and Restated Term Loan Agreement") with the lenders party thereto, andU.S. Bank National Association , as Administrative Agent, which amends and restates the Term Loan Agreement dated as ofMarch 1, 2016 , as amended. As of the Effective Date, the Amended and Restated Term Loan Agreement increased the aggregate, unsecured borrowings from$150 million to$225 million (as amended and restated, the "Term Loan") and extended the maturity date of the Term Loan fromMarch 1, 2023 toJanuary 5, 2025 , with one, twelve-month extension option, subject to certain conditions. The Term Loan was fully drawn as of the Effective Date. Additionally, as of the Effective Date, borrowings under the Amended and Restated Term Loan Agreement bear interest at floating rates equal to, at theOperating Partnership's option, either (1) the greater of (a) zero and (b) the applicable Secured Overnight Financing Rate ("SOFR") for an interest period of one, three or six months, as selected by theOperating Partnership , plus a SOFR adjustment and a spread (based on theOperating Partnership's consolidated leverage ratio and applicable year of the Term Loan) ranging from 1.20% to 1.90%, or (2) a base rate equal to the highest of (a) 1.0%, (b) the prime rate, (c) the federal funds rate plus 50 bps and (d) the one-month SOFR, plus a SOFR adjustment and 100 bps, plus, in each case, a spread (based on theOperating Partnership's consolidated leverage ratio and applicable year of the Term Loan) ranging from 0.20% to 0.90%. Additionally, theOperating Partnership may elect for borrowings to bear interest based on a ratings-based pricing grid based on theOperating Partnership's then-applicable investment grade debt ratings under the terms set forth in the Amended and Restated Term Loan Agreement. Prior to entering into the Amended and Restated Term Loan Agreement, theOperating Partnership entered into interest rate swaps that are intended to fix the interest rate associated with the Term Loan at approximately (1) 5.47% for the first year of the Term Loan and (2) 5.57% for the second year of the Term Loan, subject to adjustments based on the Company's consolidated leverage ratio. Certain of the banks and financial institutions that are parties to the Amended and Restated Term Loan Agreement and their respective affiliates have in the past provided, are currently providing, and in the future may continue to provide investment banking, commercial banking and other financial services to the Company,Operating Partnership and their affiliates in the ordinary course of business for which they have received and will receive customary compensation. The foregoing description of the Amended and Restated Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Term Loan Agreement, which 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 Registrant
The terms of the direct financial obligations are summarized in Item 1.01 of this Form 8-K and are incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
OnJanuary 5, 2023 , the Company andOperating Partnership issued a press release announcing the Amended and Restated Term Loan Agreement. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Item 7.01 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for any purposes, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company andOperating Partnership , whether made before or after the date hereof, regardless of any general incorporation language in such filing. . 2 --------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits are filed herewith:
Exhibit Number Exhibit Description
10.1* Amended and Restated Term Loan Agreement dated
the Company, theOperating Partnership , each lender
from time-to-time party
thereto, and U.S. Bank National Association, as Administrative Agent 99.1* Press release issued by American Assets Trust, Inc. on January 5, 202 3 . * Furnished herewith 3
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