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1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On July 26, 2022, STAG Industrial, Inc., a Maryland corporation
(the “Company”), through its operating partnership, STAG Industrial Operating Partnership, L.P., a Delaware limited
partnership (the “Borrower”), entered into:
| · | an amended and restated credit agreement for the Company’s unsecured credit facility with Wells Fargo Bank, National Association,
and the other lenders named therein (the “July 2022 Credit Agreement”); |
| · | a term loan agreement with Wells Fargo Bank, National Association, and the other lenders named therein (the “Term Loan H
Agreement”); and |
| · | a term loan agreement with Bank of America, N.A., and the other lenders named therein (the “Term Loan I Agreement,”
and together with the Term Loan H Agreement, the “Term Loan Agreements”). |
Unsecured Credit Facility
On July 26, 2022, the Company, through the Borrower, entered into
the July 2022 Credit Agreement for the unsecured credit facility with Wells Fargo Bank, National Association, and the other
lenders named therein. The July 2022 Credit Agreement provides for an increase in the aggregate commitments available for borrowing
under the Company’s unsecured credit facility from $750.0 million to up to $1.0 billion. The July 2022 Credit Agreement
also provided for the replacement of one-month LIBOR for one-month Secured Overnight Financing Rate (“SOFR”), plus a 0.10%
adjustment. Other than the increase in the borrowing commitments and the interest rate provisions described above, the material terms
of the Company’s unsecured credit facility remain unchanged.
The foregoing description of the July 2022 Credit Agreement does
not purport to be complete and is qualified in its entirety by reference to the July 2022 Credit Agreement, attached hereto as Exhibit 10.1.
Unsecured Term Loans
On July 26, 2022, the Company, through the Borrower, entered into
the Term Loan H Agreement with Wells Fargo Bank, National Association, and the other lenders named therein. The Term Loan H Agreement
provides for a senior unsecured term loan in the original principal amount of $187.5 million. The Term Loan H Agreement has an initial
maturity date of January 25, 2028.
In addition, on July 26, 2022, the Company, through the Borrower,
entered into the Term Loan I Agreement with Bank of America, N.A., and the other lenders named therein. The Term Loan I Agreement provides
for a senior unsecured term loan in the original principal amount of $187.5 million. The Term Loan I Agreement has an initial maturity
date of January 25, 2028.
Interest
Rate. Borrowings under the Term Loan Agreements bear a current annual interest rate of one-month SOFR, plus a 0.10% adjustment
and a spread of 0.85% based on debt rating and leverage ratio (as defined in the Term Loan Agreements).
Covenants.
The Borrower’s ability to borrow, maintain borrowings and avoid default under the Term Loan Agreements is subject to
the Company’s ongoing compliance with a number of customary financial and other covenants substantially consistent with the financial
covenants in the Company’s unsecured credit facility.
Pursuant to the terms of the Term Loan Agreements, the Company may
not pay distributions that exceed the minimum amount required for the Company to qualify and maintain its status as a real estate investment
trust if a default or event of default occurs and is continuing.
Guarantors.
The Company and certain of its subsidiaries guarantee the obligations under the Term Loan Agreements.
The foregoing description of the Term Loan Agreements does not purport
to be complete and is qualified in its entirety by reference to the Term Loan Agreements, attached hereto as Exhibits 10.2 and 10.3.