8-K
0001622194false00016221942025-08-212025-08-21
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
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Date of Report (Date of earliest event reported): August 21, 2025 |
Easterly Government Properties, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Maryland |
001-36834 |
47-2047728 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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2001 K Street NW Suite 775 North |
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Washington, District of Columbia |
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20006 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (202) 595-9500 |
(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:
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange on which registered
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Common Stock |
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DEA |
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The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On August 21, 2025, Easterly Government Properties, Inc. (the “Company”), its operating partnership, Easterly Government Properties LP (the “Operating Partnership”), and certain subsidiaries of the Operating Partnership entered into a fifth amendment (the “Term Loan Amendment”) to its second amended and restated credit agreement, dated as of July 23, 2021 (as amended, restated, or otherwise modified from time to time, the “2021 Credit Agreement”), with Citibank, N.A., as administrative agent and the banks, financial institutions and other institutional lenders party thereto (collectively, the “Lenders”). The 2021 Credit Agreement provides for (i) a $200.0 million senior unsecured term loan (the “2018 Term Loan”) and (ii) a $450.0 million senior unsecured revolving credit facility (the “2021 Revolver”). As previously reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2024, the component of the 2021 Credit Agreement providing for the 2021 Revolver was terminated effective as of June 3, 2024.
The Term Loan Amendment extends the maturity date of the 2018 Term Loan from July 23, 2026 to August 21, 2028, or such later date pursuant to two one-year extension options exercisable by the Company in its discretion, subject to certain conditions, including the payment of a fee. The Term Loan Amendment also removes the minimum consolidated tangible net worth financial covenant and includes an accordion feature that provides the Company with additional capacity, subject to the satisfaction of customary terms and conditions, of up to $100.0 million. Other than the foregoing, the material terms of the 2021 Credit Agreement remain unchanged. After giving effect to borrowings on the date of the Term Loan Amendment, the $200.0 million initially committed Term Loan is fully drawn.
Certain of the banks and financial institutions that are parties to the 2021 Credit Agreement and their respective affiliates have in the past provided, are currently providing, and in the future may continue to provide investment banking, commercial banking and other financial services to the Company and its affiliates in the ordinary course of business for which they have received and will receive customary compensation.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report is hereby incorporated in this Item 2.03 by reference.
Item 7.01 Regulation FD Disclosure.
On August 21, 2025, the Company issued a press release announcing the terms of the Fifth Amendment. A copy of that press release is furnished as Exhibit 99.1 to this Current Report. The information in this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURES
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.
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EASTERLY GOVERNMENT PROPERTIES, INC. |
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Date: |
August 21, 2025 |
By: |
/s/ Franklin V. Logan |
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Franklin V. Logan
Executive Vice President, General Counsel and Secretary
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EASTERLY GOVERNMENT PROPERTIES AMENDS AND UPSIZES 2018 SENIOR UNSECURED TERM LOAN AGREEMENT
WASHINGTON, D.C. – August 21, 2025 – Easterly Government Properties, Inc. (NYSE: DEA) (the “Company” or “Easterly”), a fully integrated real estate investment trust (“REIT”) focused primarily on the acquisition, development and management of Class A commercial properties leased to the U.S. Government and its adjacent partners, announced today it has amended and upsized its $174.5 million senior unsecured term loan agreement, originally executed in 2018 and amended in 2021 (the “2018 Term Loan”) to $200.0 million.
Easterly extended the maturity date of the 2018 Term Loan to August 2028. Further, the Company may exercise at its discretion two one-year extension options, subject to certain conditions, thus extending the maturity date as late as August 2030. Easterly also secured a new accordion feature of $100 million, which provides additional capacity.
“We are pleased to share the increased commitment by our lender group,” said Allison E. Marino, Easterly’s Chief Financial Officer. “Easterly continues to demonstrate its access to capital at competitive terms, while simultaneously increasing balance sheet capacity and creating the framework for future borrowing availability. This positions the Company to fund future accretive growth over the coming years.”
Borrowings under the amended 2018 Term Loan will continue to bear interest at a rate of SOFR, a credit spread adjustment of 0.10%, plus a spread of 1.20% to 1.70%, depending on the Company's leverage ratio. Given the Company's current leverage ratio, the amended 2018 Term Loan’s initial spread to SOFR is set at 1.45%.
Citibank, N.A., PNC Capital Markets LLC, Wells Fargo Securities, LLC, U.S. Bank National Association, and Truist Securities, Inc. served as joint lead arrangers, joint bookrunners, and syndication agents on the 2018 Term Loan. Citibank, N.A. served as administrative agent.
About Easterly Government Properties, Inc.
Easterly Government Properties, Inc. (NYSE:DEA) is based in Washington, D.C., and focuses primarily on the acquisition, development and management of Class A commercial properties that are leased to the U.S. Government and its adjacent partners. Easterly’s experienced management team brings specialized insight into the strategy and needs of mission-critical U.S. Government agencies for properties leased to such agencies either directly or through the U.S. General Services Administration (GSA). For further information on the company and its properties, please visit www.easterlyreit.com.
This press release contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as “believe,” “expect,” “intend,” “project,” “anticipate,” “position,” and other similar
terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to those risks and uncertainties associated with our business described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K filed on February 25, 2025. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this release is as of the date of this release, and we undertake no obligation to update any forward-looking statement to conform the statement to actual results or changes in our expectations.
Contact:
Easterly Government Properties, Inc.
Allison Marino
Executive Vice President, Chief Financial Officer
202-830-3349
ir@easterlyreit.com
