Getty Realty Corp 8-K, filed Feb 22, 2022
Getty Realty Corp (GTY)
About this 8-K
Getty Realty Corp filed this 8-K on February 22, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- 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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 (see General Instructions A.2. below):
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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 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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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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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. ☐
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Item 1.01. |
Entry into a Material Definitive Agreement. |
On February 22, 2022, Getty Realty Corp. (the “Company”) entered into (i) an amended and restated note purchase and guarantee agreement (the “Sixth Amended and Restated Prudential Agreement”) with The Prudential Insurance Company of America and certain of its affiliates (collectively, “Prudential”), (ii) an amended and restated note purchase and guarantee agreement (the “Second Amended and Restated AIG Agreement”) with American General Life Insurance Company and certain of its affiliates (“AIG”), (iii) an amended and restated note purchase and guarantee agreement (the “Second Amended and Restated MassMutal Agreement”) with Massachusetts Mutual Life Insurance Company and certain of its affiliates (collectively, “MassMutual”), and (iv) a note purchase and guarantee agreement (the “New York Life Agreement” with New York Life Insurance Company and certain of its affiliates (collectively, “New York Life”). Together, the Sixth Amended and Restated Prudential Agreement, the Second Amended and Restated AIG Agreement, the Second Amended and Restated MassMutal Agreement, and the New York Life Agreement are the “Note Purchase Agreements”.
Pursuant to the Sixth Amended and Restated Prudential Agreement, the Company will issue $80,000,000 of 3.65% Series Q Guaranteed Senior Notes due January 20, 2033 (the “Series Q Notes”) to Prudential on January 20, 2023.
Pursuant to the Second Amended and Restated AIG Agreement, the Company issued $55,000,000 of 3.45% Series L Guaranteed Senior Notes due February 22, 2032 (the “Series L Notes”) to AIG.
Pursuant to the Second Amended and Restated MassMutual Agreement, the Company issued $20,000,000 of 3.45% Series M Guaranteed Senior Notes due February 22, 2032 (the “Series M Notes”) to MassMutual, and will issue $20,000,000 of 3.65% Series O Guaranteed Senior Notes due January 20, 2033 (the “Series O Notes”) to MassMutual on January 20, 2023.
Pursuant to the New York Life Agreement, the Company issued $25,000,000 of 3.45% Series N Guaranteed Senior Notes due February 22, 2032 (the “Series N Notes”) to New York Life, and will issue $25,000,000 of 3.65% Series P Guaranteed Senior Notes due January 20, 2033 (the “Series P Notes”) to New York Life on January 20, 2023.
The Note Purchase Agreements contain customary financial covenants such as maximum consolidated leverage ratio, minimum fixed charge coverage ratio, minimum unencumbered interest coverage ratio, maximum secured indebtedness, minimum consolidated tangible net worth and maximum unsecured leverage ratio, 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 second amended and restated credit agreement dated October 27, 2021 between the Company and a group of banks led by Bank of America, N.A. (the “Second Restated 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 Second Restated Credit Agreement.
The Company will use the net proceeds from the issuance of the Series L Notes, Series M Notes and Series N Notes to repay all amounts outstanding on the Company’s $300.0 million revolving credit facility and for general corporate purposes, including to fund investment activity. The Company will use the net 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 and for general corporate purposes, including to fund investment activity.
The foregoing descriptions of the Note Purchase Agreements 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 Quarterly Report on Form 10-Q for the quarter ending on March 31, 2022.
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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 above is incorporated herein by reference.
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Item 7.01. |
Regulation FD Disclosure. |
On February 22, 2022, the Company issued a press release announcing its entry into the Note Purchase Agreements. The Company’s press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01.
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Item 9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits: |
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Exhibit Number |
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Description |
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99.1 |
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Press release issued by Getty Realty Corp. on February 22, 2022. |
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104 |
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Cover Page Interactive Data File (embedded within the inline XBRL document) |
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The information contained in Item 7.01 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: February 22, 2022 |
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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 |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
GETTY REALTY CORP. ANNOUNCES $225 MILLION
PRIVATE PLACEMENT OF SENIOR UNSECURED NOTES
NEW YORK, NY, February 22, 2022 — Getty Realty Corp. (NYSE: GTY) (“Getty” or the “Company”) announced today the private placement of $225 million of senior unsecured notes, including (i) $100 million of notes priced at a fixed rate of 3.45% and maturing February 22, 2032, and (ii) $125 million of notes priced at a fixed rate of 3.65% and maturing January 20, 2033.
The 3.45% notes were funded at closing and proceeds will be used to repay all amounts outstanding on the Company’s revolving credit facility and to fund investment activity.
The 3.65% notes will be funded on January 20, 2023 and proceeds will be used to prepay in full the Company’s $75 million 5.35% Series B senior unsecured notes due June 2, 2023 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”), American General Life Insurance Company (“AIG”), Massachusetts Mutual Life Insurance Company (“MassMutual”), and New York Life Insurance Company (“New York Life”) under substantially similar terms and conditions as the Company’s existing senior unsecured notes.
“This financing provides us with long-term, fixed-rate debt capital to support our continued growth, and accretively refinance our unsecured notes maturing in June 2023” said Brian Dickman, Getty’s Chief Financial Officer. “We’re pleased with the execution of this transaction, and appreciate the continued support of Prudential, AIG and Barings, and our new relationship with 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 September 30, 2021, the Company’s portfolio included 1,021 freestanding properties located in 36 states across the United States and Washington, D.C.
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Contacts: |
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Brian Dickman |
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Investor Relations |
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Chief Financial Officer |
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(516) 349-0598 |
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(646) 349-6000 |
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ir@gettyrealty.com |