UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): July 8, 2019
Pennsylvania Real Estate Investment Trust
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania | 1-6300 | 23-6216339 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) | ||
The Bellevue, 200 S. Broad Street Philadelphia, Pennsylvania | 19102 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(215) 875-0700
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Shares of Beneficial Interest | PEI | New York Stock Exchange | ||
Preferred Shares | PEIPrB | New York Stock Exchange | ||
Preferred Shares | PEIPrC | New York Stock Exchange | ||
Preferred Shares | PEIPrD | New York Stock Exchange |
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 Rule12b-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 8.01 | Other Events. |
On July 8, 2019, PM Gallery LP (the “Borrower”), a Delaware limited partnership and a joint venture entity owned indirectly by Pennsylvania Real Estate Investment Trust (the “Trust”) and The Macerich Company (“Macerich”), entered into a modification (the “Modification”) to the Term Loan Agreement dated as of January 22, 2018, by and among the Borrower, Wells Fargo Bank National Association as administrative agent and a lender, and certain other lenders signatory thereto (the “Term Loan Agreement”). The Modification increased potential borrowings under the Term Loan Agreement from up to $250,000,000 to up to $350,000,000, allowed the Borrower to extend the availability period for which borrowings are available, and corrected certain typographic and technical errors.
The Term Loan Agreement provides for (i) a five-year term, (ii) an interest rate at the Borrower’s option for each advance of either (A) the Base Rate (defined as the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50%, and (c) the LIBOR Market Index Rate plus 1.00%) plus 1.00% or (B) LIBOR for the applicable period plus 2.00%, (iii) a full recourse guarantee by PREIT Associates, L.P. and The Macerich Partnership, L.P., on a several basis, and (iv) a pledge of the equity interests of certain indirect subsidiaries of the Trust and Macerich that have a direct or indirect ownership interest in certain properties that are part of the Fashion District Philadelphia project, all of which remain unchanged under the Modification. The Term Loan Agreement contains certain covenants typical for loans of its type and that are consistent with the covenants in the Trust’s credit agreements, which also remain unchanged under the Modification.
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.
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | ||||||
Date: July 11, 2019 | By: | /s/ Lisa M. Most | ||||
Lisa M. Most | ||||||
Senior Vice President, Secretary and General Counsel |