GETTY REALTY CORP. (NYSE:GTY) Files An 8-K Entry into a Material Definitive Agreement

GETTY REALTY CORP. (NYSE:GTY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

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Entry into a Material Definitive Agreement.

On March23, 2018, Getty Realty Corp. (the “Company”) entered into an amended and restated senior unsecured credit agreement (the “Restated Credit Agreement”) with certain banks and other lenders, including Bank of America, N.A., as administrative agent. Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets and RBC Capital Markets acted as joint lead arrangers and joint bookrunners and JPMorgan Chase Bank, N.A., KeyBank National Association and Royal Bank of Canada acted as syndication agents. The Restated Credit Agreement, which amends and restates the Company’s prior credit agreement, dated as of June2, 2015, increases the Company’s borrowing capacity under its unsecured revolving facility (the “Revolving Facility”) from $175million to $250million and maintains the Company’s unsecured term loan (the “Term Loan”) in the original principal amount of $50million. In addition, the Restated Credit Agreement extends the maturity date of the Revolving Facility from June2018 to March2022, with a one-year extension option, and the Term Loan from June2020 to March2023.

The Restated Credit Agreement also reflects reductions in the interest rates for borrowings under each of the Revolving Facility and the Term Loan. The Revolving Facility permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 0.50% to 1.30% or a LIBOR rate plus a margin of 1.50% to 2.30% based on the Company’s consolidated total indebtedness to total asset value ratio at the end of each quarterly reporting period. The per annum rate of the unused line fee on the undrawn funds under the Revolving Facility is 0.15% to 0.25% based on the Company’s daily unused portion of the available Revolving Facility. The Term Loan bears interest at a rate equal to the sum of a base rate plus a margin of 0.45% to 1.25% or a LIBOR rate plus a margin of 1.45% to 2.25% based on the Company’s consolidated total indebtedness to total asset value ratio at the end of each quarterly reporting period. The Restated Credit Agreement does not provide for scheduled reductions in the principal balance prior to its maturity.

The Restated Credit Agreement contains customary financial covenants such as total leverage, secured leverage and unsecured leverage ratios, fixed charge and interest coverage ratios, and minimum tangible net worth, as well as limitations on restricted payments, which may limit the Company’s ability to incur additional debt or pay dividends. The Restated Credit Agreement contains customary events of default, including cross default provisions with respect to the Second Restated Prudential Note Purchase Agreement (as defined below). Any event of default, if not cured or waived in a timely manner, could result in the acceleration of the Company’s indebtedness under the Restated Credit Agreement and could also give rise to an event of default and the acceleration of the Company’s indebtedness under the Second Restated Prudential Note Purchase Agreement.

Certain of the banks and other lenders under the Restated Credit Agreement and their affiliates have in the past provided, and may from time to time in the future provide, commercial banking, financial advisory, investment banking and other services to the Company.

As part of this transaction, the Company also entered into an amendment (the “Amendment”) to its existing senior unsecured note purchase agreement with The Prudential Insurance Company of America and certain of its affiliates (the “Second Restated Prudential Note Purchase Agreement”) in order to conform the provisions therein relating to financial covenants to the corresponding provisions in the Restated Credit Agreement.

Copies of the Restated Credit Agreement and the Amendment will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending March31, 2018. On March26, 2018, the Company issued a press release announcing that it has entered into the Restated Credit Agreement and the Amendment. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 1.01.

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

The description of the terms of the Restated Credit Agreement and the Amendment as set forth above in Item 1.01 is hereby incorporated by reference into this Item.

Item 1.01.

Financial Statements and Exhibits.


GETTY REALTY CORP /MD/ Exhibit
EX-99.1 2 gty-ex991_6.htm EX-99.1 2018 CREDIT AGREEMENT PRESS RELEASE gty-ex991_6.htm Exhibit 99.1 FOR IMMEDIATE RELEASE GETTY REALTY CORP. AMENDS AND RESTATESSENIOR Unsecured credit AGREEMENT – Increases Size of Revolving Facility — Lowers Interest Rates — Extends Maturities – JERICHO,…
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About GETTY REALTY CORP. (NYSE:GTY)

Getty Realty Corp. is a real estate investment trust. The Company is engaged in the ownership, leasing and financing of convenience store and gasoline station properties. It owns and leases approximately 850 properties that are located in over 20 states across the United States and Washington, District of Columbia. Its properties are operated under various brands, including 76, Aloha, BP, Citgo, Conoco, Exxon, Getty, Mobil, Shell and Valero. It owns approximately 750 properties and leases over 100 properties from third-party landlords. Its property is used as a convenience store and gasoline station, and is located on between one-half and three quarters of an acre of land in a metropolitan area. It leases over 800 properties to tenants under long-term triple-net leases. It has over 40 transitional properties, which are repositioned for sale, re-development or re-leasing. Its leasing activities include over three new unitary leases covering an aggregate of over 40 properties.

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