Getty Realty Corp 8-K, filed Dec 4, 2020
Getty Realty Corp (GTY)
About this 8-K
Getty Realty Corp filed this 8-K on December 4, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 1.01 Entry into a Material Definitive Agreement.
On December 4, 2020, Getty Realty Corp. (the “Company”) entered into (i) an amended and restated note purchase and guarantee agreement (the “Fifth Amended and Restated Prudential Agreement”) amending and restating its existing senior unsecured note purchase agreement with The Prudential Insurance Company of America and certain of its affiliates (collectively, “Prudential”), (ii) a note purchase and guarantee agreement (the “First Amended and Restated AIG Agreement”) amending and restating its existing senior unsecured note purchase agreement with American General Life Insurance Company (“AIG”), and (iii) a note purchase and guarantee agreement (the “First Amended and Restated MassMutal Agreement” and, together with the Fifth Amended and Restated Prudential Agreement and the First Amended and Restated AIG Agreement, the “Note Purchase Agreements”) amending and restating its existing senior unsecured note purchase agreement with Massachusetts Mutual Life Insurance Company and certain of its affiliates (collectively, “MassMutual”).
Pursuant to the Fifth Amended and Restated Prudential Agreement, the Company issued $100,000,000 of 3.43% Series I Guaranteed Senior Notes due November 25, 2030 (the “Series I Notes”) to Prudential. The Fifth Amended and Restated Prudential Agreement does not provide for scheduled reductions in the principal balance of the Series I Notes or any of the Company’s previously issued Series B Notes, Series C Notes, Series D Notes or Series F Notes prior to their respective maturities.
Pursuant to the First Amended and Restated AIG Agreement, the Company issued $50,000,000 of 3.43% Series J Guaranteed Senior Notes due November 25, 2030 (the “Series J Notes”) to AIG. The First Amended and Restated AIG Agreement does not provide for scheduled reductions in the principal balance of the Series J Notes or any of the Company’s previously issued Series G Notes prior to their respective maturities.
Pursuant to the First Amended and Restated MassMutual Agreement, the Company issued $25,000,000 of 3.43% Series K Guaranteed Senior Notes due November 25, 2030 (the “Series K Notes”) to MassMutual. The First Amended and Restated MassMutual Agreement does not provide for scheduled reductions in the principal balance of the Series K or any of the Company’s previously issued Series H Notes prior to their respective maturities.
The Note Purchase Agreements contain customary financial covenants such as leverage, coverage ratios and minimum tangible net worth, as well as limitations on restricted payments, which may limit the Company’s ability to incur additional debt or pay dividends. The Note Purchase Agreements also contain customary events of default, including default under the Company’s existing $300,000,000 senior unsecured credit agreement (the “Credit Agreement”) and failure to maintain REIT status. Any event of default, if not cured or waived, could result in the acceleration of the Company’s indebtedness under the Note Purchase Agreements and could also give rise to an event of default under, and result in the acceleration of the Company’s obligations under, the Credit Agreement. The Company used the net proceeds from the issuance of the Series I Notes, Series J Notes and Series K Notes to prepay in full the Company’s $100,000,000 6.0% Series A Notes due February 25, 2021, and repay $75,000,000 of borrowings outstanding under the Company’s $300,000,000 unsecured revolving credit facility under the Credit Agreement.
The foregoing descriptions of the Note Purchase Agreements and the Credit Agreement Amendment do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of such documents, copies of which will be filed as Exhibits to the Company’s Annual Report on Form 10-K for the year ending on December 31, 2020.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The descriptions of the terms of the Note Purchase Agreements as set forth above in Item 1.01 are hereby incorporated by reference into this Item.
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 December 4, 2020. |
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104 |
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Cover Page Interactive Data File (embedded within the inline XBRL document) |
The information contained in Items 1.01 and 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.
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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: December 4, 2020 |
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By: |
/s/ Danion Fielding |
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Danion Fielding |
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Vice President, Chief |
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Financial Officer and Treasurer |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
GETTY REALTY CORP. ANNOUNCES $175 million
PRIVATE PLACEMENT OF SENIOR UNSECURED NOTES
JERICHO, NY, December 4, 2020 --- Getty Realty Corp. (NYSE: GTY) announced today it has issued $175 million of senior unsecured notes maturing in 2030 bearing interest at a fixed rate of 3.43%. The senior unsecured notes were issued in a private placement with The Prudential Insurance Company of America (“Prudential”), American General Life Insurance Company (“AIG”) and Massachusetts Mutual Life Insurance Company (“MassMutual”), and are subject to substantially similar terms and conditions as the Company’s existing senior unsecured notes. Proceeds from the transaction were used to prepay in full the Company’s $100 million 6.0% Series A senior unsecured notes due February 25, 2021, and repay $75 million of outstanding indebtedness on the Company’s revolving credit facility.
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 the leading publicly traded real estate investment trust in the United States specializing in the ownership, leasing and financing of convenience store and gasoline station properties. As of September 30, 2020, the Company owned 896 properties and leased 58 properties from third-party landlords in 35 states across the United States and Washington, D.C.
Contact:Investor Relations
(516) 478-5418
ir@gettyrealty.com