RPT Realty (Form: 8-K, Received: 04/01/2020 17:13:06)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): March 27, 2020

RPT Realty

(Exact name of registrant as specified in its Charter)

Maryland

1-10093

13-6908486

(State of other jurisdiction of incorporation)

(Commission File Number)

(I.R.S Employer Identification No.)

19 W 44th Street,

Suite 1002

New York,

New York

10036

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 221-1261

Not applicable

(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:

☐ 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 Shares of Beneficial Interest, ($0.01 Par Value Per Share)

RPT

New York Stock Exchange

7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest ($0.01 Par Value Per Share)

RPT.PRD

New York Stock Exchange

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. o

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

As previously disclosed, RPT Realty, L.P. (the “Operating Partnership”), the majority-owned operating partnership of RPT Realty (the “Trust” and, together with the Operating Partnership and it other consolidated subsidiaries, “we”), entered into a Fifth Amended and Restated Credit Agreement (the “Fifth A&R Credit Agreement”) with the lenders party thereto and KeyBank National Association, as Administrative Agent, KeyBanc Capital Markets Inc., BMO Capital Markets, and Capital One, National Association, as Joint-Lead Arrangers, BMO Capital Markets, and Capital One, National Association, as Syndication Agents, and certain lenders from time to time party thereto, as Lenders, which governs its $660.0 million unsecured credit facility consisting of a $350.0 million unsecured revolving line of credit that matures on November 6, 2023 (the “Revolver”) and a $310.0 million unsecured term loan. The material terms of the Revolver and term loan are described in the Trust’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 8, 2019, which description is incorporated by reference herein, and a copy of the Fifth A&R Credit Agreement is filed as Exhibit 10.1 thereto.

As of March 31, 2020, we had borrowed a total of $225.0 million under the Revolver. We did not have any amounts outstanding under the Revolver as of December 31, 2019, and all of our borrowings occurred in March 2020. The current interest rate for borrowings under the Revolver is LIBOR plus 1.10%.

We elected to increase our borrowings under the Revolver to further strengthen our financial position and balance sheet, to enhance our financial liquidity and to provide maximum financial flexibility as the effects of the COVID-19 outbreak continue to evolve and impact the global markets. In accordance with the terms of the Fifth A&R Credit Agreement, the proceeds from the Revolver borrowings may be used for general working capital and other general corporate purposes in the future as permitted by the Fifth A&R Credit Agreement.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Due to the emerging public health impact of the COVID-19 outbreak, on March 27, 2020, the Board of Trustees of the Trust amended the Amended and Restated Bylaws of the Trust, as amended by Amendment No. 1 (the “Bylaws”) in order to replace Sections 1, 2 and 4 of Article II and Section 1 of Article XV of the Bylaws to allow the Trust to hold virtual shareholder meetings and to replace Section 5 of Article III of the Bylaws to allow for notices of meetings of the Board of Trustees by electronic transmission (the “Bylaw Amendment”).

The summary of the Bylaw Amendment above is qualified in its entirety by the Bylaw Amendment filed herewith as Exhibit 3.1 to this report and incorporated herein by reference

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.			Description

*3.1			Amendment No. 2 to the Amended and Restated Bylaws of RPT Realty (as adopted March 27, 2020).
*104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Filed herewith.

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.

RPT REALTY

Date:

April 1, 2020

By: /s/ MICHAEL P. FITZMAURICE

Michael P. Fitzmaurice

Executive Vice President and Chief Financial Officer

Exhibit 3.1

SECOND AMENDMENT TO

AMENDED AND RESTATED BYLAWS OF

RPT REALTY

Effective as of March 27, 2020, Sections 1, 2 and 4 of Article II, Section 5 of Article III and Section 1 of Article XV of the Amended and Restated Bylaws of RPT Realty, as amended, are deleted in their entirety and the following are inserted in lieu thereof:

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. PLACE. All meetings of shareholders shall be held at the principal office of the Trust or at such other place as shall be determined by the Board of Trustees and stated in the notice of the meeting. Notwithstanding the foregoing, the Board of Trustees may, in its sole discretion, determine that any meeting of shareholders shall not be held at any geographic place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Trustees may adopt and the provisions of Section 1 of Article XV of these Bylaws.

Section 2. ANNUAL MEETING. An annual meeting of the shareholders for the election of Trustees and the transaction of any business within the powers of the Trust shall be held during the month of June of each year, after the delivery of the annual report referred to in Section 12 of this Article II, or in such other month of each year, at a convenient location (which need not be a geographic place but may be solely a means of remote communication), and on a date and at a time, determined or set by the Trustees. Failure to hold an annual meeting does not invalidate the Trust’s existence or affect any otherwise valid acts of the Trust.

Section 4. NOTICE. Except as provided otherwise in Section 3 of this Article II, not less than ten nor more than 90 days before each meeting of shareholders, the secretary shall give to each shareholder entitled to vote at such meeting and to each shareholder not entitled to vote who is entitled to notice of the meeting written or printed notice or notice by electronic transmission stating the time and place or location of the meeting, and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail, by presenting it to such shareholder personally or by leaving it at his residence or usual place of business, or by any other means permitted by Maryland law. If such notice relates to a special meeting called at the request of shareholders in accordance with Section 3 of this Article II, the description of the purpose of such meeting shall comport with the purpose stated for such meeting in the request therefor referenced in Section 3 of this Article II. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the shareholder at his post office address as it appears on the records of the Trust, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the shareholder by an electronic transmission to any address or number of the shareholder at which the shareholder receives electronic transmissions.

ARTICLE III

TRUSTEES

Section 5. NOTICE. Notice of any special meeting shall be delivered personally or by telephone, by electronic transmission, facsimile-transmitted or mailed to each Trustee at his business or residence address. Personally delivered notices shall be given at least two days prior to the meeting. Notice by mail shall be given at least five days prior to the meeting. Telephone or facsimile-transmission notice, and notice by electronic transmission, shall be given at least 24 hours prior to the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Telephone notice shall be deemed given when the Trustee is personally given such notice in a telephone call to which he is a party.

Facsimile-transmission notice shall be deemed given upon completion of the transmission of the message to the number given to the Trust by the Trustee and receipt of a completed answer-back indicating receipt. Notice by electronic transmission shall be deemed to be given when transmitted to the Trustee by an electronic transmission to any address or number of the Trustee at which the Trustee receives electronic transmissions. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Trustees need be stated in the notice, unless specifically required by statute or these Bylaws.

ARTICLE XV

MISCELLANEOUS

Section 1. USE OF REMOTE COMMUNICATION. Subject to any guidelines and procedures adopted by the Board of Trustees, the Board of Trustees may authorize shareholders and proxy holders not physically present at an annual meeting or special meeting of the shareholders to participate in such annual or special meeting by means of remote communication. In addition, the Board of Trustees may determine that a shareholder meeting not be held at any place, but instead may be held solely by means of remote communication. If the Board of Trustees authorizes remote communication or the holding of a shareholder meeting solely by means of remote communication, such shareholders and proxy holders shall be considered present in person and permitted to vote at the meeting of the shareholders, provided that (i) the Trust implements reasonable measures to verify that each person considered present and authorized to vote at the meeting by means of remote communication is a shareholder or proxy holder; (ii) the Trust implements reasonable measures to provide such shareholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and (iii) in the event any shareholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action is maintained by the Trust.