Getty Realty Corp 8-K, filed Jan 23, 2023
Getty Realty Corp (GTY)
About this 8-K
Getty Realty Corp filed this 8-K on January 23, 2023, reporting on events of January 20, 2023.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On January 20, 2023, pursuant to (i) the sixth amended and restated note purchase and guarantee agreement with The Prudential Insurance Company of America and certain of its affiliates (collectively, “Prudential”), (ii) the second amended and restated note purchase and guarantee agreement with Massachusetts Mutual Life Insurance Company and certain of its affiliates (collectively, “MassMutual”), and (iii) the note purchase and guarantee agreement with New York Life Insurance Company and certain of its affiliates (collectively, “New York Life”), Getty Realty Corp. (the “Company”) issued (i) $80,000,000 of 3.65% Series Q Guaranteed Senior Notes due January 20, 2033 (the “Series Q Notes”) to Prudential, (ii) $20,000,000 of 3.65% Series O Guaranteed Senior Notes due January 20, 2033 (the “Series O Notes”) to MassMutual, and (iii) $25,000,000 of 3.65% Series P Guaranteed Senior Notes due January 20, 2033 (the “Series P Notes”) to New York Life.
The Company used the proceeds from the issuance of the Series O Notes, Series P Notes and Series Q Notes to prepay in full its $75,000,000 5.35% Series B Notes due June 2, 2023 (the “Series B Notes”), including related transaction expenses, and will use the remaining funds for general corporate purposes, including to fund investment activity.
On January 23, 2022, the Company issued a press release announcing the issuance of the Series O Notes, Series P Notes and Series Q Notes, and the repayment of the Series B Notes. The Company’s press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01
Copies of the note purchase and guarantee agreements referenced above were filed in their entirety as Exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending on March 31, 2022.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Description |
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99.1 |
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Press release issued by Getty Realty Corp. on January 23, 2023. |
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104 |
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Cover Page Interactive Data File (embedded within the inline XBRL document) |
The information contained in Item 2.02 and Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
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 thereunto duly authorized.
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GETTY REALTY CORP. |
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Date: January 23, 2023 |
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By: |
/s/ Brian R. Dickman |
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Brian R. Dickman |
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Executive Vice President |
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Chief Financial Officer and Treasurer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
GETTY REALTY CORP. ANNOUNCES ISSUANCE OF $125 MILLION
OF 3.65% SENIOR UNSECURED NOTES DUE JANUARY 2033
NEW YORK, NY, January 23, 2023 — Getty Realty Corp. (NYSE: GTY) (“Getty” or the “Company”) announced today the issuance of $125 million of senior unsecured notes priced at a fixed rate of 3.65% and maturing January 20, 2033 pursuant to note purchase and guarantee agreements entered into in February 2022 and previously announced.
Proceeds from the senior unsecured notes issuance were used to prepay in full the Company’s $75 million 5.35% Series B senior unsecured notes due June 2, 2023, including related transaction expenses, and to fund investment activity.
The senior unsecured notes were issued in a private placement with affiliates of The Prudential Insurance Company of America (“Prudential”), Massachusetts Mutual Life Insurance Company (“MassMutual”), and New York Life Insurance Company (“New York Life”).
The senior unsecured notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Act”) or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act and applicable state securities laws.
This press release is for informational purposes only, does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Getty Realty Corp.
Getty Realty Corp. is a publicly traded, net lease REIT specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. As of December 31, 2022, the Company’s portfolio included 1,039 freestanding properties located in 38 states across the United States and Washington, D.C.
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Brian Dickman |
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Investor Relations |
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Chief Financial Officer |
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(646) 349-0598 |
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(646) 349-6000 |
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ir@gettyrealty.com |
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