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): February 11,
2010
WEINGARTEN
REALTY INVESTORS
(Exact
name of Registrant as specified in its Charter)
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Texas
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1-9876
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74-1464203
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(State
or other jurisdiction of
incorporation)
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(Commission
file number)
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(I.R.S.
Employer
Identification
Number)
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2600
Citadel Plaza Drive, Suite 125, Houston, Texas 77008
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (713) 866-6000
Not
applicable
(Former
name or former address, if changed since last report)
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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
On
February 11, 2010, Weingarten Realty Investors (“the Company”), a Texas
real estate investment trust, entered into a $500,000,000 unsecured
revolving credit facility pursuant to an Amended and Restated Credit Agreement
(the “Credit Agreement”) with JP Morgan Securities Inc. and Banc of America
Securities, LLC, as joint bookrunners and co-arrangers, JPMorgan Chase Bank,
N.A., as administrative agent, Bank of America, N.A., as syndication agent and
Wells Fargo Bank, National Association, PNC Bank, National Association, Regions
Bank and Royal Bank of Canada, as documentation agents. Other lenders
involved in this transaction include BBVA Compass Bank, Sumitomo Mitsui Banking
Corporation, U.S. Bank National Association, Chevy Chase Bank, a division of
Capital One, N.A., The Northern Trust Company, The Bank of Nova Scotia and
Scotiabanc, Inc.
The
Credit Agreement is a $500,000,000 unsecured revolving credit facility with
floating borrowing rates at a margin over LIBOR plus a facility
fee. The borrowing margin and facility fee are priced off a grid in
accordance with the Company’s senior unsecured credit ratings. The term of
the credit facility ends on February 22, 2013. The Credit Agreement
contains a competitive bid option feature that will allow the Company to request
bids for up to $250 million. Additionally, the Credit Agreement
contains an accordion feature which allows the Company the ability to increase
the facility amount up to $700 million. The Company intends to use
the proceeds from such facility to pay any new development and acquisition
activities and for general corporate purposes.
Pursuant
to the terms of the Credit Agreement, the Company is subject to requirements
including covenants requiring the maintenance of (i) maximum leverage
ratios on both unsecured and secured debt and (ii) unsecured interest
expense and fixed charge coverage ratios. The Credit Agreement also
contains customary representations and warranties, affirmative covenants, notice
provisions, and events of default, including change of control, cross-defaults
to other debt, and judgment defaults. Certain wholly-owned subsidiaries of
the Company are guarantors of the Company’s obligations under the Credit
Agreement.
The
description herein of the Credit Agreement is qualified in its entirety, and the
terms therein are incorporated herein, by reference to the Credit Agreement, the
form of which filed as Exhibit 10.1 hereto.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information in Item 1.01 of this Current Report on Form 8-K is incorporated into
this Item 2.03 by reference.
Item
7.01. Regulation
FD Disclosure.
Please
refer to Exhibit 99.1, which is incorporated into this Item 7.01 by
reference.
The
information in this item shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by reference into any disclosure document relating to the Company, except to the
extent, if any, expressly set forth by specific reference in such
filing.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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10.1
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Amended
and Restated Credit Agreement dated February 11, 2010
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99.1
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Press
Release dated February 16, 2010
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: February
16, 2010
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WEINGARTEN
REALTY INVESTORS
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By: /s/
Joe D. Shafer
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Joe
D. Shafer
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Vice
President/Chief Accounting Officer
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INDEX
TO EXHIBITS