Seritage Growth Properties 8-K, filed Dec 10, 2020
Seritage Growth Properties (SRG)
8-K
2020-12-10
For: 2020-12-04
View Original
Added on
April 12, 2026
About this 8-K
Seritage Growth Properties filed this 8-K on December 10, 2020, reporting on events of December 4, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- 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): December 4, 2020
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
|
|
(Address of principal executive offices)
|
(Zip code)
|
Registrant’s telephone number, including area code: (212 )
355-7800
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbols
|
Name of each exchange on which registered
|
|
|
||
|
|
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 Instruction A.2. below):
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
| Item 7.01. |
Regulation FD Disclosure.
|
On December 10, 2020, the Company issued a press release announcing Mr. Schall’s resignation. A copy of the press release is filed as Exhibit 99.1
and is incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, is being furnished to the
Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. |
Financial Statements and Exhibits.
|
(d) Exhibits
|
Exhibit No.
|
Description
|
|
Press release dated December 10, 2020.
|
|
|
104
|
Cover Page Interactive Data File (embedded within Inline XBRL document)
|
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.
|
SERITAGE GROWTH PROPERTIES
|
||
|
By:
|
/s/ Matthew Fernand
|
|
|
Matthew Fernand
|
||
|
Executive Vice President, General
Counsel & Secretary
|
||
|
Date: December 10, 2020
|
||
Exhibit 99.1
Seritage Growth Properties Announces CEO Transition
New York, NY – December 10, 2020 – Seritage Growth Properties (NYSE: SRG) announced today that
Benjamin W. Schall, the Company’s Chief Executive Officer, President and Trustee is resigning from his role to pursue another opportunity. Mr. Schall will facilitate the transition of his responsibilities by mid-January 2021. The Board of
Trustees will conduct a search for Mr. Schall’s successor, which shall include internal and external candidates. Mr. Schall will also step down from the Board of Trustees in January 2021.
Mr. Edward Lampert, Chairman of the Board of Trustees of Seritage said, “On behalf of the Board of Trustees, we want to thank Ben
for his leadership since the formation of Seritage in 2015. Ben took Seritage from an initial concept, recruited a management team and activated millions of square feet of space over the past five and a half years. We wish Ben well in his next
opportunity. We remain enthusiastic about the value creation opportunities throughout our portfolio and look forward to this next chapter of the Seritage journey.”
“I would like to thank the Seritage team for their dedication and hard work in establishing the Seritage platform as a leader in
redeveloping former retail real estate into higher and better uses,” said Benjamin Schall, President and Chief Executive Officer. “Of all that we accomplished over the last five and half years, I am most proud of the team we have assembled to carry
out our mission and their collective commitment to our core principles. This year in particular, their outstanding efforts have allowed Seritage to continue to execute on our value creation priorities. Finally, I am grateful to the Board of
Trustees and the Company’s shareholders and stakeholders for the opportunity to have been a part of building the Seritage platform and organization.”
The Company’s primary objective is to create value for its shareholders through the re-leasing and redevelopment of its portfolio.
As of September 30, 2020, the Company’s portfolio totaled approximately 30 million square feet of space across 44 states and Puerto Rico. Since inception in 2015, the
Company has signed approximately 10 million square feet of new leases and has reduced the portfolio to a more focused group of 195 assets from 266 assets, raising approximately $1 billion in proceeds from asset monetization activity for
reinvestment. As of November 30, 2020, the Company had cash on hand of approximately $90 million which reflects expenditures and rent collections in-line with previously reported amounts. The Company expects to have cash on hand at the end of the
fourth quarter in the anticipated range of $105 million to $135 million subject to timing and completion of certain asset sales, which are subject to buyer diligence and
closing conditions, with no assurances that such transactions will be consummated. The Company had made $250 million of targeted investments through the third quarter of 2020, with a prioritization of projects with near-term associated
income. The Company’s focus is now turned to completing and opening previously underway projects and continuing to activate its pipeline to create value. The Company intends to continue its capital recycling initiatives to monetize non-core
assets and to reinvest those proceeds into its top redevelopment opportunities.
Mr. Schall’s departure is not the result of any disagreement with the Company on any matter relating to its operations,
policies or practices.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to
expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of
forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases that are
predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the company’s
control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: our historical exposure to Sears
Holdings and the effects of its previously announced bankruptcy filing; the litigation filed against us and other defendants in the Sears Holdings adversarial proceeding pending in bankruptcy court; Holdco’s termination and other rights under its
master lease with us; competition in the real estate and retail industries; risks relating to our recapture and redevelopment activities; contingencies to the commencement of rent under leases; the terms of our indebtedness; restrictions with which
we are required to comply in order to maintain REIT status and other legal requirements to which we are subject; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative
operating cash flow on our ability to fund operations and ongoing development; our ability to access or obtain sufficient sources of financing to fund our liquidity needs; our relatively limited history as an operating company; and the impact of
the COVID-19 pandemic on the business of our tenants and our business, income, cash flow, results of operations, financial condition, liquidity, prospects, ability to service our debt obligations and our ability to pay dividends and other
distributions to our shareholders. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in our filings with the Securities and
Exchange Commission, including the risk factors relating to Sears Holdings and Holdco. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend the forward-looking
statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.
About Seritage Growth Properties
Seritage Growth Properties is a publicly-traded, self-administered and self-managed REIT with 166 wholly-owned properties and 29 unconsolidated
properties totaling approximately 30.4 million square feet of space across 44 states and Puerto Rico. The Company was formed to unlock the underlying real estate value of a high-quality retail portfolio it acquired from Sears Holdings in July
2015. The Company’s mission is to create and own revitalized shopping, dining, entertainment and mixed-use destinations that provide enriched experiences for consumers and local communities, and create long-term value for our shareholders.
Contact
Seritage Growth Properties
646-277-1268
IR@Seritage.com