Seritage Growth Properties 8-K, filed Jun 21, 2022
Seritage Growth Properties (SRG)
8-K
2022-06-21
For: 2022-06-16
View Original
Added on
April 12, 2026
About this 8-K
Seritage Growth Properties filed this 8-K on June 21, 2022, reporting on events of June 16, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2022
(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction Identification No.)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's Telephone Number, Including Area Code: 212 355-7800
(Former Name or Former Address, if Changed Since Last Report)
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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Title of each class
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Trading
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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. ❑
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Item 1.01
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Entry into a Material Definitive Agreement
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On June 16, 2022, 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, notwithstanding anything to the contrary in the asset sale covenant, the parent, borrower, and
their respective subsidiaries will be permitted without the consent of the administrative agent to sell, transfer, or otherwise dispose of properties (including but not limited to properties or equity interests of any subsidiary) to
unaffiliated third parties for no less than fair market value, provided that the borrower deposits all net proceeds received into a controlled account and the use of such net proceeds will be subject to the terms and conditions of the
Senior Secured Term Loan Agreement, including but not limited to the restricted payments and investments/loans covenants.
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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 that agreement attached as Exhibit 10.1 herewith.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within Inline XBRL document)
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SIGNATURE
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
hereunto duly authorized.
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SERITAGE GROWTH PROPERTIES
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By:
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/s/ Matthew Fernand
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Matthew Fernand
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Chief Legal Officer
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Date: June 21, 2022
Exhibit 10.1
Dated June 16, 2022
AMENDMENT NO. 3 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 (the Loan Agreement), mutually agree to the following
Amendment No. 3 to the Loan Agreement:
(1) Notwithstanding anything
to the contrary contained in Section 6.05(c), the Parent, the Borrower and their respective Subsidiaries shall be permitted without the consent of Administrative Agent to sell, transfer or otherwise dispose of such Person's property (including but
not limited to Properties or equity interests of any Subsidiary) to unaffiliated third parties for no less than fair market value; provided, that (a) Borrower deposits all Net Proceeds received by the Parent, the Borrower or any of their
Subsidiaries in respect of such sale, transfer or disposition into a Controlled Account and (b) the use of such Net Proceeds shall be subject to the terms and conditions contained in the Loan Agreement, including but not limited to Section 6.04 (Restricted Payments) and Section 6.07 (Investments, Loans) thereof.
In all other respects, the Loan Agreement remains unchanged.
June 16 2022
ACCEPTED AND AGREED:
Berkshire Hathaway Life Insurance Company of Nebraska
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By:
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/s/ Brian Snover
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Name:
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Brian Snover
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Title:
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Senior Vice President
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Seritage Growth Properties, L.P. and Seritage Growth Properties
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By:
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/s/ Matthew Fernand
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Name:
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Matthew Fernand
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Title:
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Chief Legal Officer & Corporate Secretary
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