Pennsylvania Real Estate Investment Trust filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation

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): September 27, 2023

Pennsylvania Real Estate Investment Trust

(Exact Name of Registrant as Specified in its Charter)

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 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: None*

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. ☐

On September 27, 2023, Pennsylvania Real Estate Investment Trust (the “Trust”), PREIT Associates, L.P. and PREIT-RUBIN, Inc. (collectively with the Trust and PREIT Associates, L.P., the “Borrower”), Wilmington Savings Fund Society, FSB, as administrative agent, and the lenders that are signatories thereto entered into that certain Second Amendment to Amended and Restated First Lien Credit Agreement (the “Amendment”), which amends that certain Amended and Restated First Lien Credit Agreement, dated as of December 10, 2020 (as amended by that certain Agency Resignation, Appointment, Acceptance and Waiver Agreement, dated as of April 13, 2021, that certain First Amendment to the First Lien Credit Agreement, dated as of May 12, 2023 and the Amendment, the “First Lien Credit Agreement”).

Pursuant to the Amendment, certain of the First Lien Credit Agreement’s negative covenants were revised to enable the Borrower to (i) use up to $54 million of proceeds of the First Lien Credit Agreement’s secured first lien revolving credit facility (the “First Lien Revolving Facility”) to refinance certain outstanding indebtedness owed by PR North Dartmouth LLC that is secured by the Dartmouth Mall (the “Dartmouth Refinancing”), and (ii) use up to a certain amount of proceeds of the First Lien Revolving Facility to consummate a specified property acquisition (the “Specified Acquisition”), in each case, subject to certain conditions, including, but not limited to, that the Borrower must pay certain fees to the Administrative Agent for the account of the Lenders in connection with the consummation of the Dartmouth Refinancing and/or the Specified Acquisition, as applicable. The Amendment did not increase the Borrower’s maximum borrowing capacity or extend the December 10, 2023 maturity date under the First Lien Credit Agreement. Additionally, the Dartmouth Mall and/or the property acquired in the Specified Acquisition will become collateral under the First Lien Credit Agreement and the Second Lien Credit Agreement in connection with the Dartmouth Refinancing and/or the Specified Acquisition, to the extent consummated, as applicable.

On September 27, 2023, the Borrower borrowed $54 million for purposes of the Dartmouth Refinancing.

The First Lien Credit Agreement contains certain affirmative and negative covenants and other terms that remain unchanged under the Amendment. All capitalized terms used in this Current Report on Form 8-K and not otherwise defined herein have the meanings ascribed to such terms in the First Lien Credit Agreement. The description above is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

(d) Exhibits.

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.