Eqt Exeter Real Estate Income Trust Inc.
10/16/2024 | Press release | Distributed by Public on 10/16/2024 14:38
Material Agreement Form 8 K
Item 1.01 Entry into a Material Definitive Agreement
Purchase and Sale Agreement for Washington Property
On October 16, 2024, EQT Exeter Real Estate Income Trust, Inc. (the "Company"), through an indirect subsidiary (the "Washington Buyer"), acquired a 202,464 square foot bulk last mile industrial facility (the "Washington Building") located on approximately 45.1 acres of land in Tukwila, Washington (the "Washington Land") that is subject to a Ground Lease (defined below). Construction was completed on the Washington Building in 2021, and the Washington Property (defined below) is 100% leased to a single tenant. On July 31, 2024, Exeter Property Group, LLC (the "Adviser" or "EQT Exeter"), the Company's external adviser, entered into a purchase and sale agreement (as subsequently amended) with DPIF2 WA 6 Oxbow, LLC ("Washington Seller"), an affiliate of Dermody Properties, to acquire the Washington Building and all of the Washington Seller's interest in the Ground Lease (together, the "Washington Property"). On October 16, 2024, the Adviser assigned the purchase and sale agreement to the Washington Buyer for $815,000.00, which was the amount of the deposit under the purchase and sale agreement. The Washington Seller is not affiliated with the Company or the Adviser.
The purchase price of the Washington Property was approximately $81.5 million, exclusive of closing costs. The Company funded the acquisition of the Washington Property with proceeds from the State Farm Portfolio Mortgage Loan (defined below) and from the sale of Class E units of EQT Exeter REIT Operating Partnership, LP (the "Operating Partnership") to EQT Exeter Holdings US, Inc. ("EQT Exeter Holdings"), an affiliate of the Company's sponsor, EQT AB ("EQT").
Ground Lease
At closing on October 16, 2024, the Washington Seller assigned its interest in a ground lease (the "Ground Lease") for the Washington Land to the Washington Buyer, and the Washington Buyer acquired a leasehold interest in the Washington Land. The initial term of the Ground Lease expires on December 31, 2074, and the Ground Lease has two ten-year extension options. As of October 16, 2024, the annualized base rent payable by the Washington Buyer to the landlord under the Ground Lease is approximately $4.9 million. The base rent under the Ground Lease is subject to 15% increases every five years with the next increase occurring on January 1, 2029. The Ground Lease is an absolute net lease whereby the Washington Buyer is required to pay all taxes, utilities, maintenance, and expenses associated with the Washington Land.
Washington Property Management Agreement
In connection with the acquisition of the Washington Property, on October 16, 2024, the Company, through the Washington Buyer, entered into a property management agreement with Exeter Property Group Advisors, LLC (the "Property Manager"), an affiliate of the Adviser (the "Property Management Agreement"). The Property Management Agreement has a term through the end of the calendar year and will be renewed automatically for successive one-year periods unless terminated by either party giving notice to the other party not less than thirty (30) days prior to the expiration of the then-current term. Pursuant to the Property Management Agreement, the Company will pay the Property Manager management fees equal to the lesser of the then-current market rate for services provided and the amount of such fee per the terms of the tenant lease. The Company will also pay the Property Manager leasing commissions based on the then-current market rate; provided if the tenant is represented by a broker, the aggregate commissions would be no more than the then-current market rate. The Company will reimburse the Property Manager for all reasonable and actual expenditures.
State Farm Portfolio Mortgage Loan
As previously disclosed, on August 15, 2024, the Company, through certain of its subsidiaries (collectively, the "State Farm Borrowers"), entered into a ten-year mortgage loan with State Farm, an unaffiliated lender, for borrowings of up to $109.60 million (as supplemented, the "State Farm Portfolio Mortgage Loan"). On
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October 16, 2024, in connection with the acquisition of the Washington Property, the Company drew down approximately $40.79 million under the State Farm Portfolio Mortgage Loan, the Washington Property was added as additional collateral to secure the loan and the Washington Buyer was added as one of the State Farm Borrowers.
As of October 16, 2024, approximately $100.66 million had been funded under the State Farm Portfolio Mortgage Loan and approximately $8.94 million is held in an escrow account and will be available for funding upon completion of certain tenant improvements at the Nashville Property and subject to the terms and conditions of the loan documents. As of October 16, 2024, the State Farm Portfolio Mortgage Loan was secured by the Washington Property, the Nashville Property and the Georgetown Property. The State Farm Portfolio Mortgage Loan matures on August 30, 2034.
The State Farm Portfolio Mortgage Loan bears interest at a fixed rate of 5.75% per annum. Monthly payments are interest-only during the entirety of the State Farm Portfolio Mortgage Loan term. Any remaining principal balance and all accrued and unpaid interest and fees will be due at maturity. The State Farm Portfolio Mortgage Loan will be fully recourse to the State Farm Borrowers only.
Prepayment of the loan is permitted after a 24-month period and provided a premium is paid. If the prepayment occurs prior to the date on which eighty-four (84) monthly payments have been made, the prepayment fee shall be equal to the greater of (i) 1% of the entire principal amount of the State Farm Portfolio Mortgage Loan to be prepaid and (ii) a reinvestment yield calculated in accordance with the loan documents. If the prepayment occurs after the date on which eighty-four (84) monthly payments have been paid to State Farm and on or before the date on which ninety-six (96) monthly payments have been paid to State Farm, the prepayment fee shall be equal to two percent (2%) of either (i) the outstanding principal balance of the State Farm Portfolio Mortgage Loan, or (ii) the amount being prepaid, in accordance with the loan documents. If the prepayment occurs after the date on which ninety-six (96) monthly payments have been paid to State Farm and on or before the date on which one hundred fourteen (114) monthly payments have been paid to State Farm, the prepayment fee shall be equal to one percent (1%) of either (i) the outstanding principal balance of the State Farm Portfolio Mortgage Loan, or (ii) the amount being prepaid, in accordance with loan documents. No prepayment fee shall be payable after the date on which one hundred fourteen (114) monthly payments have been made.