Item 1.01. Entry into a Material Definitive Agreement.
Effective March 10, 2023, Stratus Properties Inc. (Stratus) and certain of its
wholly-owned subsidiaries named below (the Subsidiary Borrowers, and
collectively with Stratus, the Borrowers), as borrowers, and Comerica Bank
(Comerica), as lender, entered into the Fifth Modification Agreement (the Fifth
Modification), which amends that certain Loan Agreement dated June 29, 2018 by
and between the Borrowers and Comerica (the Loan Agreement), and that certain
Amended and Restated Revolving Promissory Note dated May 13, 2022 by and between
the Borrowers and Comerica (the Note), each as previously amended. The
Subsidiary Borrowers are Stratus Properties Operating Co., L.P., a Delaware
limited partnership, Circle C Land, L.P., a Texas limited partnership, Austin
290 Properties, Inc., a Texas corporation, The Villas at Amarra Drive, L.L.C., a
Texas limited liability company, and Stratus Lakeway Center, L.L.C., a Texas
limited liability company.
The Loan Agreement and Note provide for a secured revolving credit facility. The
Fifth Modification amends the Loan Agreement and Note to (i) extend the maturity
date to March 27, 2025 and (ii) increase the Bloomberg Short-Term Bank Yield
Index (BSBY) Rate floor from 0.0% to 0.5%. Advances under the revolving credit
facility now bear interest at the one-month BSBY Rate (with a floor of 0.5%)
plus 4.0%.
At March 10, 2023, the maximum amount that could be borrowed under the facility
was $53.7 million, and the Borrowers had $42.7 million available under the
facility, net of letters of credit totaling $11.0 million that have been issued
under the facility.
The foregoing description of the Fifth Modification does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Fifth Modification, a copy of which will be filed as an exhibit to Stratus'
Annual Report on Form 10-K for the year ended December 31, 2022.
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