Item 1.01.
Entry into a Material Definitive Agreement.
On September 24, 2026, we issued $425.0 million aggregate principal amount of 8.75% senior secured notes due 2031 (the “Notes”). The Notes are fully and unconditionally guaranteed, on a joint, several and senior secured basis, by certain of our subsidiaries (collectively, the “Subsidiary Guarantors”). The Notes and the guarantees provided by the Subsidiary Guarantors will be secured by a first-priority lien and security interest on 19 office properties and 100% of the equity interests in each of the Subsidiary Guarantors (collectively, the “Collateral”) . The liens securing the Notes are senior to the liens securing our 10.000% senior secured notes due 2031 on the Collateral, subject to the terms of an intercreditor agreement. The Notes and the guarantees thereof were issued under an indenture, dated as of September 24, 2026 (the “Indenture”), among us, the Subsidiary Guarantors and U.S. Bank Trust Company, National Association, as trustee and collateral agent.
We used the net proceeds from the offering of the Notes, together with cash on hand, to repay all of the outstanding borrowings under our secured revolving credit facility and our secured term loan.
Unless previously redeemed, the Notes will mature on October 1, 2031. Interest on the Notes will be payable semi-annually in arrears on April 1 and October 1, beginning on April 1, 2027, at a rate of 8.75% per annum.
Prior to October 1, 2028, we may redeem all or a part of the Notes upon giving not less than 10 nor more than 60 days’ prior written notice to holders of the Notes (the “Holders”), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus the applicable “make-whole”
premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable redemption date. At any time on or after October 1, 2028, we may redeem on any one or more occasions all or a part of the Notes at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date (subject to the right of Holders on the applicable record date to receive interest due on the relevant interest payment date occurring on or prior to such redemption date), if redeemed during the twelve-month period beginning on October 1 of the years indicated below:
Item 1.02.
Termination of a Material Definitive Agreement.
On September 24, 2026, we terminated the credit facilities provided under the Second Amended and Restated Credit Agreement, dated as of January 29, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among us, certain subsidiaries of the Company named therein, Wilmington Savings Fund Society, FSB (as successor in interest to Wells Fargo Bank, National Association), as Administrative Agent, and each of the other financial institutions party thereto. The Credit Agreement provided for a $325.0 million secured revolving credit facility and a $100.0 million secured term loan. We repaid all outstanding obligations under the Credit Agreement, including $425.0 million of principal indebtedness, using the net proceeds from the offering of the Notes, together with cash on hand.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.