Item 1.01 Entry into a Material Definitive Agreement.
On
“Company”) investment in a student housing complex,
a direct, wholly-owned subsidiary of the Company (“ARF”) entered into guaranties
related to a
the Company has a membership interest. Pursuant to the Guaranty Agreement, dated
as of
the “Guarantors”) for the benefit of
“Lender”), the Guarantors provided limited (“bad boy”) guaranties to the Lender
pursuant to the
Drive East, LLC
Lender (“Loan Agreement”) until the earlier of the payment in full of the
indebtedness or the date of a sale of the property pursuant to a foreclosure of
the mortgage or deed or other transfer in lieu of foreclosure is accepted by the
Lender.
On
Agreement for the benefit of the Lender to guaranty the timely completion of the
project in accordance with the Loan Agreement, as well as a Carry Guaranty
Agreement, for the benefit of the Lender to guaranty the prompt and
unconditional payment by Borrower of all customary or necessary costs and
expenses incurred in connection with the operation, maintenance and management
of the property and an Environmental Indemnity Agreement jointly and severally
in favor of the Lender whereby the Guarantors serving as Indemnitors provided
environmental representations and warranties, covenants and indemnification
(collectively the “Guaranties”). The Guaranties include certain financial
covenants required of ARF, including required net worth and liquidity
requirements.
The foregoing description of the Guaranty Agreement, the Completion Guaranty
Agreement, the Carry Guaranty Agreement and the Environmental Indemnity
Agreement are only summaries, do not purport to be complete and are qualified in
their entirety by reference to the full text of such agreements, which are filed
as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and are incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. 10.1 Guaranty Agreement executedJanuary 24, 2023 byJason Pollack ,Frank Dellaglio andACRES Realty Funding, Inc. for the benefit ofOceanview Life and Annuity Company 10.2 Completion Guaranty Agreement executedJanuary 24, 2023 byJason Pollack ,Frank Dellaglio andACRES Realty Funding, Inc. for the benefit ofOceanview Life and Annuity Company 10.3 Carry Guaranty Agreement executedJanuary 24, 2023 byJason Pollack ,Frank Dellaglio andACRES Realty Funding, Inc. for the benefit ofOceanview Life and Annuity Company 10.4 Environmental Indemnity Agreement executedJanuary 24, 2023 byJason Pollack ,Frank Dellaglio andACRES Realty Funding, Inc. in favor ofOceanview Life and Annuity Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On
into agreements with
(“Havens”),
(“Ahman”), and Kristian Srb, a Director of the Company (“Srb”), whereby Havens,
Ahman, and Srb agreed to convert debt owed to them in exchange for non-qualified
stock options. Havens agreed to convert
benefits in exchange for a stock option agreement (the “Havens Stock Option
Agreement”) to purchase 934,579 shares of the Company’s common stock. Ahman
agreed to convert
agreement (the “Ahman Stock Option Agreement”) to purchase 467,290 shares of the
Company’s common stock. Srb agreed to convert
exchange for a stock option agreement (the “Srb Stock Option Agreement” and with
the Havens Stock Option Agreement, and the Ahman Stock Option Agreement, the
“Stock Option Agreements”) to purchase 467,290 shares of the Company’s common
stock. The stock options granted pursuant to the Stock Option Agreements have
five year terms, vest immediately and an exercise price of
of the weighted average closing price of the Company’s common stock for the
thirty consecutive trading days immediately preceding the date of the option
(for a day to be included in the calculation, there must have been at least 100
shares traded on that day). The sales of the above securities were deemed to be
exempt from registration under the Securities Act in reliance on Section 4(a)(2)
of the Securities Act as transactions by an issuer not involving any public
offering. The recipients of the securities in each of these transactions
represented their intentions to acquire the securities for investment only and
not with a view to, or for sale in connection with, any distribution thereof.
All recipients had adequate access, through their relationships with the
Company, to information about the Company.
The foregoing disclosure of the Stock Option Agreements set forth in this
Section 3.02 does not purport to be complete, and is qualified in its entirety
by reference to the Stock Option Agreements, which are filed as Exhibits 4.1,
4.2, 4.3, of this Current Report and incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(D) Exhibits
Exhibit No. Description
4.1 Sandra Ahman Stock Option Agreement - Debt Conversion
4.2 Anthony L. Havens Stock Option Agreement - Debt Conversion
4.3 Kristian Srb Stock Option Agreement - Debt Conversion
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Item 8.01 Other Events.
On
that its Board of Directors authorized a share repurchase program for up to
Preferred Stock and 6.00% Series G Cumulative Redeemable Preferred Stock. The
authorization expires
suspended or discontinued at any time and does not obligate the Company to
acquire any particular amount of stock. Under the repurchase program,
repurchases are intended to be implemented through open market transactions on
applicable securities laws, and any market purchases will be made during
applicable trading window periods or pursuant to any applicable Rule 10b5-1
trading plans. The timing, prices, and sizes of repurchases will depend upon
prevailing market prices, general economic and market conditions and other
considerations. A copy of the Company’s press release announcing the repurchase
program is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release datedDecember 12, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Item 8.01 Other Events.
On
into Amendment No. 4 to Guarantee Agreement (the “JPM Amendment”) with
Chase Bank, National Association
modifications to the Guarantee Agreement dated
Company and JPM, as amended (the “JPM Guarantee”), including but not limited to
amending the (i) EBITDA to Interest Expense ratio (as defined in the JPM
Guarantee), (ii) maximum ratio of Total Indebtedness to its Total Equity (as
defined in the JPM Guarantee) and (iii) minimum unencumbered Liquidity
requirement (as defined in the JPM Guarantee), each through
On
“Morgan Stanley Amendment”) by and between the Company and
Mortgage Capital Holdings LLC
and modifications to the Guaranty, dated
and Morgan Stanley (the “MS Guaranty”) including but not limited to amending the
(i) EBITDA to Interest Expense ratio (as defined in the MS Guaranty), (ii)
maximum ratio of Total Indebtedness to its Total Equity (as defined in the MS
Guaranty) and (iii) minimum unencumbered Liquidity requirement (as defined in
the MS Guaranty), each through
The foregoing descriptions of the JPM Amendment and Morgan Stanley Amendment do
not purport to be complete and are qualified in their entirety by reference to
the full text of the JPM Amendment and Morgan Stanley Amendment, which have been
filed with this Current Report on Form 8-K as Exhibits 99.1 and 99.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Amendment No. 4 to Guarantee Agreement, datedNovember 17, 2022 betweenACRES Commercial Realty Corp. andJPMorgan Chase Bank, National Association . 99.2 Amendment No. 1 to Guaranty, datedNovember 18, 2022 betweenACRES Commercial Realty Corp. andMorgan Stanley Mortgage Capital Holdings LLC . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Item 1.01 Entry into a Material Definitive Agreement.
On
which are subsidiaries of
“Trust”) that own
which is the guarantor under the Notes (as defined below), and New York Life
Insurance Company and
are the lenders under the loans that are evidenced by the Notes (the “Lenders”),
entered into a Second Loan Extension and Modification Agreement (the “Second
Extension and Modification Agreement”) to that certain (i)
promissory note with New York Life Insurance Company dated
(ii)
Association of America
Extension and Modification Agreement extended the maturity date of the Notes
from
of the Second Extension and Modification Agreement and effectuate the extension
of the maturity date of the Notes, the Borrowers paid an extension fee of
the Second Extension and Modification Agreement, among other terms and
conditions.
The Second Extension and Modification agreement also includes an option for the
Borrowers to further extend the maturity date of the Notes to
(i) an additional
is paid down on each of the monthly payment dates occurring in
respect to the Notes and (iii) the maturity date of the Trust’s two secured
credit agreements are extended to
conditions.
The foregoing description of the Second Extension and Modification Agreement is
qualified in its entirety by reference to the full text of the Second Extension
and Modification Agreement, which will be filed as an exhibit to the Trust’s
Quarterly Report on Form 10-Q to be filed for the quarter ended
2022
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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: November 4, 2022 By: /s/ Lisa M. Most
Lisa M. Most
Executive Vice President, Secretary
and General Counsel
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Company effective
retirement, on
consulting agreement (the “Consulting Agreement”), pursuant to which
contractor from
termination rights.
As compensation for the consulting services,
consulting fee in an amount equal to
entitled to retain any performance awards and awards of restricted stock units
granted pursuant to the Company’s 2013 Long-Term Equity Incentive Plan
(collectively, the “Awards”), in each case, subject to the terms and conditions
of the Awards. Following his retirement,
participate in the Company’s health and welfare benefit plans, except as
provided pursuant to a timely election of COBRA continued group health insurance
coverage.
The Consulting Agreement includes customary non-competition and non-solicitation
provisions, to be in effect during the term of the Consulting Agreement and for
the period thereafter ending on the date of final vesting and settlement of all
units granted under the Awards. The Consulting Agreement also includes customary
confidentiality, conflicts of interest and non-disparagement restrictions as
well as a broad release of claims against the Company.
Pursuant to the Consulting Agreement,
of
Restated Commercial Metals Company
dated as of
non-competition, non-solicitation, intellectual property and other matters will
survive.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the “Annual Meeting”) of
Real Estate Finance, Inc.
112,259,320 shares of the Company’s common stock were represented in person or
by proxy representing approximately 79.8% of the issued and outstanding shares
of the Company’s common stock entitled to vote.
At the Annual Meeting, the Company’s stockholders: (i) elected the ten directors
named below for a term expiring in 2023; (ii) ratified the appointment of
firm for the fiscal year ending
advisory basis, the compensation of the Company’s named executive officers. The
proposals are described in detail in the Company’s 2021 Proxy Statement. The
final results for the votes regarding each proposal are set forth below.
(i) The voting results with respect to the election of each director were as follows: Name Votes For Votes Withheld Broker Non-Votes Mark C. Biderman 85,121,838 1,711,576 25,425,906 Pamela G. Carlton 86,190,279 643,135 25,425,906 Brenna Haysom 85,769,728 1,063,686 25,425,906 Robert A. Kasdin 72,011,993 14,821,421 25,425,906 Katherine G. Newman 78,511,185 8,322,229 25,425,906 Eric L. Press 78,480,536 8,352,878 25,425,906 Scott S. Prince 85,403,178 1,430,236 25,425,906 Stuart A. Rothstein 84,274,341 2,559,073 25,425,906 Michael E. Salvati 67,048,063 19,785,351 25,425,906 Carmencita N.M. Whonder 74,684,386 12,149,028 25,425,906
(ii) The voting results with respect to the ratification of the appointment of
firm for the fiscal year ending
Votes For Votes Against Abstain Broker Non-Votes
110,496,831 931,682 830,807 –
(iii) The voting results with respect to the approval, on an advisory basis, of
the compensation of the Company’s named executive officers were as follows:
Votes For Votes Against Abstain Broker Non-Votes
80,499,867 5,678,267 664,359 25,416,827
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Item 5.07 Submission of Matters to a Vote of Security Holders
On
Annual Meeting of Shareholders (the “Annual Meeting”). The proposals voted upon
at the Annual Meeting and the final voting results are indicated below. For
additional information on these proposals, please see the Company’s definitive
proxy statement filed with the
2022
Proposal 1: To elect the three Class III directors named in the proxy statement
to serve until the annual meeting of stockholders to be held in 2025. All
nominees were elected by the votes indicated.
Nominee Voted For Vote Withheld Broker Non-Votes Thomas H. Henley 25,426,384 4,090,629 2,556,327 Leonard K. Lemoine 29,147,746 369,267 2,556,327 Collis Temple, III 28,740,045 776,968 2,556,327
Proposal 2: To ratify the selection of
registered public accounting firm for the Company for the fiscal year ending
For Against Abstentions 32,026,841 20,538 25,961
Proposal 3: To vote on the amendment and restatement of the Company’s Second
Amended and Restated Certificate of Incorporation (the “Charter”) to, among
other items, eliminate the supermajority voting requirements to amend the
Charter and the Company’s Amended and Restated Bylaws. The proposal was approved
by the votes indicated.
For Against Abstentions Broker Non-Votes 28,904,425 71,713 540,875 2,556,327 Item 8.01 Other Events
The Company is the sole managing member of
limited liability company (“Holdings”). Holdings is the sole managing member of
Intermediate Holdings
entered into a cap transaction with
respect to interest rates. The transaction was intended to mitigate the risk of
interest rate fluctuations in connection with interest payments due under the
Credit Agreement dated as of
Intermediate Holdings
transaction, JPMorgan will make payments to
monthly basis to the extent that a specified benchmark rate of interest for the
applicable month exceeds 3.0%. Each monthly payment by JPMorgan will be
calculated based on the product of (i) a notional amount of
(ii) the positive difference between the applicable benchmark rate of interest
for the month minus 3.0%. If the applicable benchmark rate of interest for a
month equals or is less than 3.0%, no payment will be due from JPMorgan to
Intermediate Holdings
Intermediate Holdings
premium. The cap transaction is governed by an ISDA Master Agreement dated as
of
Schedule thereto and the cap transaction confirmation dated
2
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