Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Credit Agreement

On January 7, 2020, JBG SMITH Properties LP ("JBG SMITH LP"), the operating partnership of JBG SMITH Properties (the "Company"), entered into a Second Amendment to Credit Agreement (the "Amendment"), which amends its existing Credit Agreement, dated as of July 18, 2017, as amended by the First Amendment to Credit Agreement, dated as of May 8, 2019 (as previously amended, the "Existing Credit Agreement") with Wells Fargo Bank, National Association, as administrative agent, and the financial institutions party thereto (the "Lenders"). The Existing Credit Agreement provided for an unsecured revolving credit facility in an aggregate available principal amount of $1.0 billion (the "Revolving Facility"), an unsecured delayed draw tranche A-1 term loan facility in an aggregate available principal amount of $200,000,000 (the "Tranche A-1 Term Loan Facility") and unsecured delayed draw tranche A-2 term loan facility in an aggregate available principal amount of $200,000,000 (the "Tranche A-2 Term Loan Facility"). As of January 7, 2020, the outstanding principal balance of the Tranche A-1 Term Loan Facility was $100.0 million, the outstanding principal balance of the Tranche A-2 Term Loan Facility was $200.0 million and $200.0 million of the Revolving Facility was drawn by JBG SMITH LP.

The Amendment, among other things, (i) extends the maturity of the Revolving Facility from July 16, 2021 to January 7, 2025; (ii) decreases the interest rate payable on outstanding loans in respect of the Revolving Facility by five basis points at certain interest rate margin levels, resulting in borrowings under the Revolving Facility bearing interest, at JBG SMITH LP's option, at a per annum rate equal to a margin over either LIBOR for an interest period from time to time elected by JBG SMITH LP or a margin over a base rate (determined in a customary manner) that varies based on a ratio of the Company's total outstanding indebtedness to a valuation of certain real property businesses and assets (the "Leverage Ratio"), ranging from 1.05% to 1.50% for LIBOR loans and from 0.05% to 0.50% for base rate loans; (iii) decreases the commitment fee payable under the Revolving Facility at a certain Leverage Ratio level, resulting in commitment fees payable to the Lenders under the Revolving Facility in respect of the aggregate commitments thereunder (whether or not utilized) at a per annum rate equal to 0.15% or 0.30%, depending on the Leverage Ratio; and (iv) modifies certain representations, covenants, and other provisions as provided for in the Amendment. In connection with the Amendment, the Company was required to pay certain fees to Wells Fargo Bank, National Association, the other arrangers in respect of the Revolving Facility and the Lenders under the Revolving Facility consenting to the Amendment.

Except as amended by the Amendment, the terms of the Existing Credit Agreement remain in full force and effect.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

From time to time, JBG SMITH LP has had customary commercial and/or investment banking relationships with Wells Fargo Bank, National Association and/or certain of its respective affiliates.

Item 9.01. Financial Statements and Exhibits.






 (d) Exhibits.

10.1 Second Amendment to Credit Agreement, dated as of January 7, 2020, by and among JBG SMITH Properties LP, as Borrower, the financial institutions party thereto as lenders, and Wells Fargo Bank, National Association, as Administrative Agent.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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