☐000147620400014762042021-09-242021-09-24
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 24, 2021
Phillips Edison & Company, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Maryland | | 000-54691 | | 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 September 24, 2021, Phillips Edison & Company, Inc. (the “Company”) and Phillips Edison Grocery Center Operating Partnership I, L.P. (the “Operating Partnership”) entered into (i) the First Amendment to Amended and Restated Credit Agreement among the Operating Partnership, the Company, the lenders party thereto and Bank of America, N.A., as administrative agent; (ii) the Third Amendment to Credit Agreement, by and among the Operating Partnership, the Company, the lenders party thereto and Capital One, National Association, as administrative agent; and (iii) the Third Amendment to Credit Agreement, by and among the Operating Partnership, the Company, the lenders party thereto and KeyBank National Association, as administrative agent (collectively, the “Term Loan Amendments”). The Term Loan Amendments conform certain provisions to those contained in the Credit Agreement among the Operating Partnership, the Company, the lenders party thereto, and PNC Bank, National Association as administrative agent, dated July 2, 2021.
The foregoing description of the Term Loan Amendments does not purport to be complete and is qualified in its entirety by reference to the Term Loan Amendments filed as Exhibits 10.1, 10.2 and 10.3 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 September 28, 2021, the Board of Directors of the Company unanimously approved distributions for October 2021 to its stockholders of record at the close of business on October 15, 2021 equal to a monthly amount of $0.09 per share of the Company’s common stock and Class B common stock. The Company’s October 2021 distribution is expected to be made on or around November 1, 2021.
On September 28, 2021, the Company issued a press release announcing an increase in the monthly distribution and the October 2021 distribution. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission (“SEC”), and shall not be deemed to be “filed” with the SEC for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any other filing with the SEC except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description of Exhibit |
| 10.1 | | |
| 10.2 | | |
| 10.3 | | |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
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| | PHILLIPS EDISON & COMPANY, INC. |
| Dated: September 28, 2021 | | By: | /s/ John P. Caulfield |
| | | John P. Caulfield |
| | | Chief Financial Officer, Senior Vice President and Treasurer |
