DAIWA HOUSE REIT INVESTMENT CORPORATION March 9, 2015
Investment Corporation: Daiwa House Residential Investment Corporation
7th Floor, Nissei Nagatacho Building
2-4-8 Nagatacho, Chiyoda-ku, Tokyo Tetsuji Tada, Executive Director (Code Number: 8984)
Asset Manager: Daiwa House Asset Management Co., Ltd.
Koichi Tsuchida, CEO & President
Inquiries: Hirotaka Uruma, CFO & Director Finance & Corporate Planning Department TEL: +81-3-3595-1265
Notice Concerning Debt FinancingDaiwa House Residential Investment Corporation ("DHI") announces its decision to undertake debt financing. The details are as follows:
1. Purpose of Debt Financing
DHI decided to undertake the Debt Financing for use as part of funds for acquisition of trust beneficiary rights in real estate (Pacific Royal Court Minatomirai Urban Tower, Royal Parks SEASIR, Royal Parks Musashikosugi, Castalia Honkomagome and L-Place Shinkoyasu) (the "Beneficiary Rights"). (Note)
Please refer to the press release "Notice Concerning the Proposed Acquisition and Leasing of Domestic Assets (Pacific Royal Court Minatomirai Urban Tower and Four Other Properties)" dated today for details of the Beneficiary Rights.
(Note) However, the loan agreements concerning the Debt Financing shall be concluded after completion of the approval under the procedures of examination of loan applications by the financial institutions.
This document is a press release to make a public announcement of the debt financing of Daiwa House Residential Investment Corporation, and has not been prepared as a solicitation for investment. DHI cautions investors to ensure that they refer to the prospectus for notification of the issuance of new investment units and secondary offering of investment units as well as amendments thereto prepared by DHI (if such have been prepared) before undertaking investments and investments be made at their own discretion and responsibility.This English language notice is a translation of the Japanese language notice and was prepared solely for the convenience of, and reference by, overseas investors. DHI makes no warranties as to its accuracy or completeness.
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2. Details of Debt Financing
(1) Term Loan Agreement (Syndication)
Term Loan Ⅺ | |
Use | Funds for acquisition of trust beneficiary rights and related expenses (Note 1) (Note 2) |
Lenders | Loan syndicate with Sumitomo Mitsui Trust Bank, Limited (Note 3) and Sumitomo Mitsui Banking Corporation as arrangers (Note 4) |
Amount (planned) | ¥7,000,000,000 |
Interest Rate (Note 5) | Basic interest rate (Japanese Bankers Association 1month yen TIBOR + 0.30%) (Variable interest rate) |
Loan Date (planned) | March 31, 2015 |
Repayment date | March 31, 2022 (or last business day of the months) |
Repayment method | Principal repayment in full on the maturity date |
Collateral | Unsecured, Unguaranteed |
(2) Term Loan Agreement (Negotiated)
Use | Funds for acquisition of trust beneficiary rights and related expenses (Note 1) (Note 2) |
Lenders | The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
Amount (planned) | ¥1,500,000,000 |
Interest Rate (Note 5) | Basic interest rate (Japanese Bankers Association 1month yen TIBOR + 0.175%) (Variable interest rate) |
Loan Date (planned) | March 31, 2015 |
Repayment date | March 31, 2016 (or last business day of the months) |
Repayment method | Principal repayment in full on the maturity date |
Collateral | Unsecured, Unguaranteed |
(3) Term Loan Agreement (Negotiated)
Use | Funds for acquisition of trust beneficiary rights and related expenses (Note 1) (Note 2) |
Lenders | Mizuho Bank, Ltd. |
Amount (planned) | ¥1,500,000,000 |
Interest Rate (Note 5) | Basic interest rate (Japanese Bankers Association 1month yen TIBOR + 0.175%) (Variable interest rate) |
Loan Date (planned) | March 31, 2015 |
Repayment date | March 31, 2016 (or last business day of the months) |
Repayment method | Principal repayment in full on the maturity date |
Collateral | Unsecured, Unguaranteed |
(Note 1) Please refer to the press release "Notice Concerning the Proposed Acquisition and Leasing of Domestic Assets (Pacific
Royal Court Minatomirai Urban Tower and Four Other Properties)" announced today.
(Note 2) The funds for acquisition of the trust beneficiary rights and related expenses is scheduled to include, aside from the Debt Financing, the use of the funds to be procured from issuance of new investment units ("primary offering") stated in the press release "Notice Concerning Issuance of New Investment Units and Secondary Offering of Investment Units" dated today. The amount planned for the Debt Financing is the amount planned as of today on the basis of several factors, which include with regard to the concerned issuance of new investment units, the estimated amount of proceeds from the primary offering calculated based on the closing price in regular trading of DHI investment units on the Tokyo Stock Exchange, Inc. as of February 27, 2015 (Friday). Accordingly, the final amount of the Debt Financing may be changed before the drawdown in light of the amount of proceeds from the primary offering and other factors.
This document is a press release to make a public announcement of the debt financing of Daiwa House Residential Investment Corporation, and has not been prepared as a solicitation for investment. DHI cautions investors to ensure that they refer to the prospectus for notification of the issuance of new investment units and secondary offering of investment units as well as amendments thereto prepared by DHI (if such have been prepared) before undertaking investments and investments be made at their own discretion and responsibility.This English language notice is a translation of the Japanese language notice and was prepared solely for the convenience of, and reference by, overseas investors. DHI makes no warranties as to its accuracy or completeness.
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(Note 3) Sumitomo Mitsui Trust Bank, Limited, constitutes an interested party as set forth in the bylaws of the Asset Management Company. Consequently, such transactions have undergone the procedures required by the Interested-Party Transaction Rules bylaws of the Asset Management Company.
(Note 4) Details will be announced once determined.
(Note 5) Interest payment dates are last business day of every months, and the principal repayment date (or last business day of the month). JBA 1 month yen TIBOR rate of two business days prior to the latest interest payment date will be use as the base rate to calculate the applicable interest rate for the current calculation period.
Please refer to JBA website (http://www.zenginkyo.or.jp/en/tibor/) for the yen TIBOR.
3. Future Prospects
Please refer to the press release "Notice Concerning Revision of Operation Status Forecasts for the
19th Fiscal Period and Operation Status Forecasts for the 20th Fiscal Period" dated today.
4. Other
For the risks concerning Debt Financing, there are no significant changes from the security registration statement (submitted on today).
This document is a press release to make a public announcement of the debt financing of Daiwa House Residential Investment Corporation, and has not been prepared as a solicitation for investment. DHI cautions investors to ensure that they refer to the prospectus for notification of the issuance of new investment units and secondary offering of investment units as well as amendments thereto prepared by DHI (if such have been prepared) before undertaking investments and investments be made at their own discretion and responsibility.This English language notice is a translation of the Japanese language notice and was prepared solely for the convenience of, and reference by, overseas investors. DHI makes no warranties as to its accuracy or completeness.
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[Reference]
Status of Balance of Interest-bearing Liabilities after Debt Financing (planned)
(Unit: million yen; rounded under million yen)
Before Debt Financing and the Repayment (as of March 9, 2015) | After Debt Financing and the Repayment (planned) (as of March 31, 2015) | Increase (Decrease) | ||
Short-term loans (Note 1) | Commitment Line I-7 | 800 | 800 | - |
Short-term loans (Note 1) | The Bank of Tokyo-Mitsubishi UFJ-2 | - | 1,500 | 1,500 (Note 2) |
Short-term loans (Note 1) | Mizuho Bank, Ltd. -1 | - | 1,500 | 1,500 (Note 2) |
Long-term loans (Note 1) | Term loan III | 10,500 | 10,500 | - |
Long-term loans (Note 1) | Term loan IV | 31,800 | 31,800 | - |
Long-term loans (Note 1) | Resona Bank-1 | 1,095 | 1,095 | - |
Long-term loans (Note 1) | Term loan V | 7,000 | 7,000 | - |
Long-term loans (Note 1) | Term loan VI | 7,000 | 7,000 | - |
Long-term loans (Note 1) | The Bank of Tokyo-Mitsubishi UFJ-1 | 4,000 | 4,000 | - |
Long-term loans (Note 1) | Term loan VII | 12,400 | 12,400 | - |
Long-term loans (Note 1) | Term loan VIII | 7,600 | 7,600 | - |
Long-term loans (Note 1) | Term loan IX | 17,410 | 17,410 | - |
Long-term loans (Note 1) | Development Bank of Japan Inc.-1 | 1,500 | 1,500 | - |
Long-term loans (Note 1) | The Norinchukin Bank-1 | 3,500 | 3,500 | - |
Long-term loans (Note 1) | Term loan X | 6,858 | 6,858 | - |
Long-term loans (Note 1) | Development Bank of Japan Inc.-2 | 2,000 | 2,000 | - |
Long-term loans (Note 1) | Term Loan Ⅺ | - | 7,000 | 7,000 (Note 2) |
Total loans | 113,463 | 123,463 | 10,000 | |
Investment corporation bonds | 9,000 | 9,000 | - | |
Total interest-bearing liabilities | 122,463 | 132,463 | 10,000 |
(Note 1) Short-term loans are loans with maturity periods of one year or less and long-term loans are loans with maturity periods of over one year.
(Note 2) Increase attributable to debt financing announced today.
* This press release is (original Japanese version) to be distributed to the Kabuto Club (the press club of the Tokyo Stock Exchange); the Ministry of Land, Infrastructure, Transport and Tourism Press Club; and the Ministry of Land, Infrastructure, Transport and Tourism Press Club for Construction Publications.* URL of the DHI's website: http://daiwahouse-resi-reit.co.jp/eng/
This document is a press release to make a public announcement of the debt financing of Daiwa House Residential Investment Corporation, and has not been prepared as a solicitation for investment. DHI cautions investors to ensure that they refer to the prospectus for notification of the issuance of new investment units and secondary offering of investment units as well as amendments thereto prepared by DHI (if such have been prepared) before undertaking investments and investments be made at their own discretion and responsibility.
This English language notice is a translation of the Japanese language notice and was prepared solely for the convenience of, and reference by, overseas investors. DHI makes no warranties as to its accuracy or completeness.
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