DEBT, NET OF DEFERRED FINANCING COSTS |
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DEBT, NET OF DEFERRED FINANCING COSTS | NOTE 6 – DEBT, NET OF DEFERRED FINANCING COSTS At June 30, 2025, our debt consisted of (1) $590 million of non-amortizing term loans and (2) $625 million of senior, unsecured, fixed rate notes. At December 31, 2024, our debt consisted of (1) $515 million of non-amortizing term loans and (2) $625 million of senior, unsecured, fixed rate notes. At June 30, 2025 and December 31, 2024, we had no outstanding borrowings and outstanding borrowings of $5 million, respectively, under the revolving credit facility, and there were no outstanding letters of credit. At June 30, 2025, we had $350 million of borrowing capacity under the revolving credit facility. The revolving credit facility will mature on February 1, 2029 with two six-month extension options. The weighted average interest rate on the term loans before consideration of the interest rate hedge described in Note 7 - Derivative Financial Instruments was 5.4% and 5.6% at June 30, 2025 and December 31, 2024, respectively. Revolving Credit and Term Loan Agreement On January 31, 2025, the Company and its subsidiary, FCPT OP, entered into a Fourth Amended and Restated Revolving Credit and Term Loan Agreement with a group of existing lenders (the “Credit Agreement”), which amended and restated in its entirety an existing Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of October 25, 2022 (the "Prior Credit Agreement"). Prior to entering into the Credit Agreement, certain amounts outstanding under the term loan facility pursuant to the Prior Credit Agreement were scheduled to mature as follows: $150 million principal amount outstanding was scheduled to mature on November 9, 2025, $100 million principal amount outstanding was scheduled to mature on November 9, 2026, $90 million principal amount outstanding was scheduled to mature on January 9, 2027, $85 million principal amount outstanding was scheduled to mature on March 14, 2027, and $90 million principal amount outstanding was scheduled to mature on January 9, 2028. The Credit Agreement provides for borrowings up to $940 million, consisting of (1) a revolving credit facility in an aggregate principal amount of $350 million and term loans in an aggregate principal amount of $590 million comprised of (i) a $100 million term loan with a maturity date of November 9, 2026 (the "Term Loan A-2 Facility"), (ii) a $90 million term loan with a maturity date of February 1, 2027, (iii) an $85 million term loan with a maturity date of March 14, 2027 (the "Term Loan A-5 Facility"), (iv) a $90 million term loan with a maturity date of February 1, 2028, and (v) a $225 million term loan with a maturity date of February 1, 2029 (the "Term Loan A-1 Facility"). No amortization payments are required on the term loan prior to the maturity date. FCPT OP has the option to extend the maturity date of the revolving credit facility for up to two six month periods, subject to the payment of an extension fee of 0.0625% on the aggregate amount of the then-outstanding revolving commitment. FCPT OP has the option to extend the maturity date of each of the Term Loan A-1 Facility and the Term Loan A-2 Facility by one year, subject to the payment of an extension fee of 0.125% on the then-outstanding principal amount of term loans under the Term Loan A-1 Facility and the Term Loan A-2 Facility, as applicable. FCPT OP has the option to extend the maturity date of the Term Loan A-5 Facility by one year, subject to the payment of an extension fee of 0.15% on the then-outstanding principal amount of term loans under the Term Loan A-5 Facility. The Credit Agreement is a syndicated credit facility that contains an accordion feature allowing the facility to be increased by an additional aggregate amount not to exceed $450 million, subject to certain conditions. Amounts owed under the Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which SOFR rate election is in effect. Loans under the Credit Agreement accrue interest at a per annum rate equal to a rate plus a margin of 0.85% to 1.00%. The margin is based on the highest applicable credit rating on its senior, unsecured, long-term indebtedness. In the event that all or a portion of the principal amount of any loan borrowed pursuant to the Credit Agreement is not paid when due, interest will accrue at the rate that would otherwise be applicable thereto plus 2.00%. A facility fee at a rate of 0.20% per annum applies to the total revolving commitments available under the Credit Agreement. The Credit Agreement contains customary events of default including, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default will limit the ability of the Company and FCPT OP to make distributions and may result in the termination of the credit facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the collateral. We reviewed the Credit Agreement in accordance with U.S. GAAP. This resulted in the capitalization of $6.7 million in new lender fees and third party costs, which will be amortized over the life of the new loans; $120 thousand in third-party fees were recorded to general and administrative expense. Where there were decreases in principal, we wrote off unamortized financing costs, which resulted in $40 thousand of unamortized deferred financing costs being written off and recorded as interest expense. The remaining $3.5 million of original unamortized deferred financing costs will be amortized over the life of the new loans. The following table presents the Term Loan balances under the Credit Agreement.
(a) Loan is a variable‑rate loan which resets at Daily Simple + 10 basis points + the applicable credit spread of 0.95% to 1.00% at June 30, 2025. (b) Loan has one twelve month extension option exercisable at the Company's discretion, subject to certain conditions. Note Purchase Agreement The following table presents the senior unsecured fixed rate notes balance.
Debt Maturities The following table presents scheduled principal payments related to the Company’s debt.
Deferred Financing Costs At June 30, 2025 and December 31, 2024, term loan and revolving credit facility net unamortized deferred financing costs were approximately $9.2 million and $3.7 million, respectively. During the three months ended June 30, 2025 and 2024, amortization of deferred financing costs was $623 thousand and $490 thousand, respectively. During the six months ended June 30, 2025 and 2024, amortization of deferred financing costs was $1.2 million and $0.9 million, respectively. Interest expense for the six months ended June 30, 2025 includes a one-time charge of $40 thousand for deferred financing costs expensed as a result of the execution of an amendment to the term loan agreement on January 31, 2025. At June 30, 2025 and December 31, 2024, senior unsecured notes net unamortized deferred financing costs were approximately $3.0 million and $3.4 million, respectively. During the three months ended June 30, 2025 and 2024, amortization of deferred financing costs was $163 thousand, respectively. During the six months ended June 30, 2025 and 2024, amortization of deferred financing costs was $326 thousand and $369 thousand, respectively. The Company was in compliance with all debt covenants at June 30, 2025 and December 31, 2024. |