SRG-PA 8-K
Seritage Growth Properties (SRG-PA)
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:
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).
Emerging growth company
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. ☐
Item 1.01 Entry into a Material Definitive Agreement
On November 20, 2024, Seritage Growth Properties L.P. (the “Operating Partnership”), Seritage Growth Properties (the “Company”), and Berkshire Hathaway Life Insurance Company of Nebraska (“Berkshire Hathaway”) entered into an amendment to the Senior Secured Term Loan Agreement by and among the Operating Partnership as borrower, the Company as parent and guarantor and Berkshire Hathaway as initial lender and administrative agent pursuant to which the Operating Partnership, the Company and Berkshire Hathaway mutually agreed that the Senior Secured Term Loan Agreement may, at the Operating Partnership’s election, be extended for one year from July 31, 2025 (the “Maturity Date”) to July 31, 2026 if the Operating Partnership pays a two percent (2%) extension fee on the then outstanding principal amount as of the Maturity Date. If the Operating Partnership exercises the extension option, all other terms under the Senior Secured Term Loan Agreement shall remain unchanged during the extension period including the interest rate and the Incremental Facility Fee in accordance with section 2.06(d) of the Senior Secured Term Loan Agreement.
The foregoing description of the amendment to the Senior Secured Term Loan Agreement is subject to and qualified in its entirety by reference to the copy of the agreement attached as Exhibit 10.1 herewith.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File (embedded within Inline XBRL document) |
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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SERITAGE GROWTH PROPERTIES |
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Date: |
November 21, 2024 |
By: |
/s/ Matthew Fernand |
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Matthew Fernand |
Exhibit 10.1
November 20, 2024
AMENDMENT NO. 4 TO SENIOR
SECURED TERM LOAN AGREEMENT
Berkshire Hathaway Life Insurance Company of Nebraska (as Administrative Agent and Lender), and Seritage Growth Properties, L.P. (as Borrower) and Seritage Growth Properties (as Parent and Guarantor), under that certain Secured Term Loan Agreement dated as of July 31, 2018 (as previously amended, the Loan Agreement), mutually agree to the following Amendment No.4 to the Loan Agreement:
ACCEPTED AND AGREED:
Berkshire Hathaway Life Insurance Company of Nebraska
By: /s/ R. Ted Weschler
Name: R. Ted Weschler
Title: Authorized Signatory
Seritage Growth Properties, L.P. and Seritage Growth Properties
By: /s/ Matthew Fernand
Name: Matthew Fernand
Title: Chief Legal Officer & Corporate Secretary