The Dec 24 announcement makes no mention of a rights issue. Yet in note 2.2 of the Dec 28 announcement, First REIT’s manager says the refinancing is conditional on an equity fund raising. “The maximum amount of $260 million under the Refinancing Facility is lower than the amount of $400 million under the 2018 Secured Loan Facilities because of the lenders’ concerns over the uncertainty relating to the valuations and cash flows of First REIT’s assets and the potential negative impact of any master lease restructuring. It is a condition of the Refinancing Facility that First REIT undertakes an equity fund raising exercise to repay the difference between $400 million and $260 million, being S$140 million,” the Dec 28 announcement says.
First REIT’s announcement on Dec 28, of a 98-for-100 rights issue at 20 cents a unit, to raise $158 million came hot on the heels of a Dec 24 announcement of what appeared to be a successful refinancing by Oversea-Chinese Banking Corp and CIMB Bank for $260 million. The Dec 24 announcement says “First REIT has entered into a facility agreement with [OCBC] and CIMB Bank, Singapore Branch in respect of a term loan facility of $178.5 million and a revolving credit facility of $42.5 million, with an accordion option for a $39.0 million increase in commitments”.
The loan is subject to certain covenants. “A mandatory prepayment event is triggered if, except with the prior written consent of all the Lenders, the Manager ceases to be manager of First REIT or First REIT’s properties and other assets or any part thereof. An event of default is triggered if OUE Lippo Healthcare ceases to own at least 8% of all the Units; OUE ceases to own at least 10% of all the Units; or OUE ceases to own at least 40% of the Manager,” the Dec 24 announcement states.
