8-K

PHILLIPS EDISON & COMPANY, INC.

Dated: May 20, 2022

/s/ John P. Caulfield

John P. Caulfield

Chief Financial Officer, Executive Vice President and Treasurer

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): May 20, 2022

LOGO

Phillips Edison & Company, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-40594

27-1106076

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

11501 Northlake Drive

Cincinnati, Ohio

45249

(Address of principal executive offices)

(Zip Code)

(513) 554-1110

(Registrant’s telephone number, including area code)

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock $0.01 par value

PECO

The Nasdaq Global Select Market

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 1.01. Entry into a Material Definitive Agreement.

On May 20, 2022, Phillips Edison & Company, Inc. (the “Company”) and Phillips Edison Grocery Center Operating Partnership I, L.P. (the “Partnership”) entered into that certain First Amendment to Credit Agreement (the “First Amendment”) with the lenders party thereto, and PNC Bank, National Association as administrative agent. The First Amendment amends the Credit Agreement entered into as of July 2, 2021 (as amended by the First Amendment, the “Credit Agreement”) among the Company, the Partnership, the lenders party thereto, and PNC Bank, National Association as administrative agent in order to, among other things:

•

increase the total revolving credit commitments under the Credit Agreement from $500.0 million to $800.0 million; and

•

replace the interest rate based on London Interbank Offered Rate with an interest rate based on secured overnight financing rate.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Form 8-K is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On May 20, 2022, the Company issued a press release announcing the First Amendment of the Credit Facility. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No		Description

10.1		First Amendment to the Credit Agreement among Phillips Edison Grocery Center Operating Partnership I, L.P., Phillips Edison & Company, Inc., the lenders party thereto, and PNC Bank, National Association as administrative agent, dated May 20, 2022.

99.1		Press release regarding First Amendment of the Credit Facility dated May 20, 2022.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).