Maryland
|
46-4654479
|
|
(State or other jurisdiction of incorporation)
|
(IRS Employer Identification No.)
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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||||||
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|||||||
None
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None
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None
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Item 1.01. |
Entry into a Material Definitive Agreement.
|
Item 2.02. |
Results of Operations and Financial Condition.
|
Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
Item 7.01. |
Regulation FD Disclosure.
|
Item 9.01. |
Financial Statements and Exhibits
|
Exhibit No.
|
Description
|
Seventh Amendment to Second Amended and Restated Credit Agreement dated November March 21, 2023, by and among Peakstone Realty Trust, PKST OP, L.P., the subsidiary guarantors
party thereto, the lending institutions party thereto as lenders and KeyBank National Association, as administrative agent
|
|
Press Release (Earnings), dated March 24, 2023
|
|
Supplemental Information, dated March 24, 2023
|
|
Investor Presentation, dated March 24, 2023
|
|
Frequently Asked Questions, dated March 24, 2023
|
|
Press Release (Listing and Annual Meeting), dated March 24, 2023
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
Peakstone Realty Trust
|
||
Date: March 24, 2023
|
By:
|
/s/ Javier F. Bitar
|
Javier F. Bitar
|
||
Chief Financial Officer and Treasurer
|
1.
|
The Existing Credit Agreement is hereby amended as follows:
|
(a) |
Section 1.01 of the Existing Credit Agreement is hereby amended by deleting therefrom the following defined terms:
|
(b) |
Section 1.01 of the Existing Credit Agreement is hereby amended by adding thereto the following defined terms:
|
(c) |
The definition of “Applicable Rate” set forth in Section 1.01 of the Existing Credit Agreement is hereby amending by deleting the table set forth in subsection (a) thereof in its entirety and
replacing it with the following:
|
(d) |
The definition of “Applicable Rate” set forth in Section 1.01 of the Existing Credit Agreement is hereby amending by deleting the table set forth in subsection (b) thereof in its entirety and
replacing it with the following:
|
(e) |
The definition of “Borrowing Base Availability” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety with the following:
|
(f) |
The definition of “Revolving Loan Maturity Date” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety with the following:
|
(g) |
Sections 2.01(b) and 2.09(c) of the Existing Credit Agreement and any and all references in the Existing Credit Agreement to the “2024 Term Commitment”, “2024 Term Lender”, “2024 Term Loan”, “2024
Term Loan Applicable Percentage”, and “2024 Term Loan Maturity Date” are hereby deleted in their entirety and, with respect to the deletion of Sections 2.01(b) and 2.09(c), replaced with “[Reserved]”.
|
(h) |
Section 2.11(g) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
|
(i) |
Section 2.19(a) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
|
(j) |
Section 5.02(a) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
|
(k) |
Section 5.02(b) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
|
(l) |
Section 5.02(d) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
|
(m) |
Section 5.02(h) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
|
(n) |
Sections 6.05 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
|
(o) |
Schedule 2.01 of the Existing Credit Agreement is hereby deleted in its
entirety and replaced with Schedule 2.01 attached hereto and made a part hereof.
|
(p) |
Exhibit B of the Existing Credit Agreement is hereby deleted in its
entirety and replaced with Exhibit B attached hereto and made a part hereof.
|
2.
|
Representations and Warranties.
|
(a) |
This Amendment shall have been duly executed and delivered by the Credit Parties, the Administrative Agent and the Lenders (which shall constitute Majority Lenders and all Extending Revolving
Lenders).
|
(b) |
All action on the part of the Credit Parties necessary for the valid execution, delivery and performance by the Credit Parties of this Amendment shall have been duly and effectively taken.
|
(c) |
After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.
|
(d) |
Repayment in full of the 2024 Term Loan.
|
BORROWER:
|
||||
PKST OP, L.P., a Delaware limited partnership
|
||||
By:
|
PEAKSTONE REALTY TRUST,
|
|||
a Maryland corporation, its General Partner
|
||||
By:
|
/s/ Javier Bitar
|
|||
Name:
|
Javier Bitar
|
|||
Title:
|
Chief Financial Officer
|
ADMINISTRATIVE AGENT AND LENDER:
|
|||
KEYBANK, NATIONAL ASSOCIATION,
|
|||
individually and as Administrative Agent, Swingline Lender and Issuing Bank
|
|||
By:
|
Christopher T. Neil
|
||
Name:
|
Christopher T. Neil
|
||
Title:
|
Senior Banker
|
LENDER:
|
|||
CAPITAL ONE, NATIONAL ASSOCIATION
|
|||
By:
|
/s/ Dennis Haydel
|
||
Name:
|
Dennis Haydel
|
||
Title:
|
Vice President
|
LENDER:
|
|||
TRUIST BANK, f/k/a Branch Banking and Trust Company, successor by merger to SunTrust Bank
|
|||
By:
|
/s/ Ryan Almond
|
||
Name:
|
Ryan Almond
|
||
Title:
|
Director
|
LENDER:
|
|||
WELLS FARGO BANK, NATIONAL ASSOCIATION
|
|||
By:
|
/s/ Cristina Johnnie
|
||
Name:
|
Cristina Johnnie
|
||
Title:
|
Vice President
|
LENDER:
|
|||
BANK OF AMERICA, N.A.
|
|||
By:
|
/s/ Dennis Kwan
|
||
Name:
|
Dennis Kwan
|
||
Title:
|
Vice President
|
LENDER:
|
|||
U.S. BANK NATIONAL ASSOCIATION
|
|||
By:
|
/s/ Michael F. Diemer
|
||
Name:
|
Michael F. Diemer
|
||
Title:
|
Vice President
|
LENDER:
|
|||
FIFTH THIRD BANK, NATIONAL ASSOCIATION
|
|||
By:
|
/s/ Michael Glandt
|
||
Name:
|
Michael Glandt
|
||
Title:
|
Senior Vice President
|
LENDER:
|
|||
ASSOCIATED BANK, NATIONAL ASSOCIATION
|
|||
By:
|
/s/ Mitchell Vega
|
||
Name:
|
Mitchell Vega
|
||
Title:
|
Vice President
|
LENDER:
|
|||
REGIONS BANK
|
|||
By:
|
/s/ Walter E. Rivadeneira
|
||
Name:
|
Walter E. Rivadeneira
|
||
Title:
|
Vice President
|
LENDER:
|
|||
BMO HARRIS BANK N.A.
|
|||
By:
|
/s/ Darin Mainquist
|
||
Name:
|
Darin Mainquist
|
||
Title:
|
Managing Director
|
LENDER:
|
|||
PNC BANK, NATIONAL ASSOCIATION
|
|||
By:
|
/s/ David C. Drouillard
|
||
Name:
|
David C. Drouillard
|
||
Title:
|
Senior Vice President
|
LENDER:
|
|||
GOLDMAN SACHS BANK USA
|
|||
By:
|
/s/ Jonathan Dworkin
|
||
Name:
|
Jonathan Dworkin
|
||
Title:
|
Authorized Signatory
|
LENDER:
|
|||
COMERICA BANK
|
|||
By:
|
/s/ Charles Waddell
|
||
Name:
|
Charles Waddell
|
||
Title:
|
Vice President
|
LENDER:
|
|||
SYNOVUS BANK
|
|||
By:
|
/s/ Zach Braun
|
||
Name:
|
Zach Braun
|
||
Title:
|
Director
|
LENDER:
|
|||
FIRST HORIZON BANK (f/k/a First Tennessee Bank national Association)
|
|||
By:
|
/s/ Jean M. Brennan
|
||
Name:
|
Jean M. Brennan
|
||
Title:
|
Senior Vice President
|
GUARANTOR:
|
|||
PEAKSTONE REALTY TRUST
|
|||
By:
|
/s/ Javier F. Bitar
|
||
Name:
|
Javier F. Bitar
|
||
Title:
|
Chief Financial Officer and Treasurer
|
GRIFFIN (DURHAM) ESSENTIAL ASSET REIT II, L.P., a Delaware limited partnership
|
|||
By:
|
GRIFFIN (DURHAM) ESSENTIAL ASSET REIT
II GP, LLC, a Delaware limited liability company
|
||
By:
|
PKST OP, L.P., a Delaware limited partnership
|
||
By:
|
PEAKSTONE REALTY TRUST,
|
|||||
its General Partner
|
||||||
By:
|
/s/ Javier
F. Bitar
|
|||||
Name:
|
Javier F. Bitar
|
|||||
Title:
|
Chief Financial Officer and Treasurer
|
By:
|
PKST OP, L.P., a Delaware limited partnership
|
|||||
By:
|
PEAKSTONE REALTY TRUST,
|
|||||
its General Partner
|
||||||
|
By: |
/s/ Javier Bitar
|
||||
Name:
|
Javier Bitar
|
|||||
Title:
|
Chief Financial Officer
|
By: |
THE POINT AT CLARK STREET REIT, LLC, a Delaware limited liability company
|
By: |
FRANKLIN CENTER MEMBER, LLC, a Delaware limited liability company
|
By: |
SOR OPERATING PARTNERSHIP, LLC, a Delaware limited liability company
|
By: |
PKST OP, L.P., a Delaware limited partnership
|
By: |
PEAKSTONE REALTY TRUST,
|
By:
|
/s/ Javier F. Bitar
|
||
Name:
|
Javier F. Bitar
|
||
Title:
|
Chief Financial Officer and Treasurer
|
By: |
COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, its sole member
|
By: |
GRT OP (CARDINAL NEW GP SUB), LLC, a Delaware limited liability company, its General Partner
|
By: |
PKST OP, L.P., a Delaware limited partnership, its sole member
|
By: |
PEAKSTONE REALTY TRUST,
|
By: |
/s/ Javier F. Bitar |
||
Name: |
Javier F. Bitar | ||
Title: |
Chief Financial Officer, Treasurer and Interim Chief Investment Officer
|
By: |
CIM GP OFC San Diego CA, LLC, a Delaware limited liability company, its General Partner
|
By: |
COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, its sole member
|
By: |
GRT OP (CARDINAL NEW GP SUB), LLC, a Delaware limited liability company, its General Partner
|
By: |
PKST OP, L.P., a Delaware limited partnership, its sole member
|
By: |
PEAKSTONE REALTY TRUST,
|
By: |
/s/ Javier F.
Bitar |
||
Name: |
Javier F. Bitar | ||
Title: |
Chief Financial Officer, Treasurer and Interim Chief Investment Officer
|
By: |
The GC Net Lease (Wake Forest) GP, LLC, a Delaware limited liability company, its General Partner
|
By: |
Cole Corporate Income Operating Partnership II, LP, a Delaware limited partnership, its sole member
|
By: |
GRT OP (Cardinal New GP Sub), LLC, a Delaware limited liability company, its General Partner
|
By: |
PKST OP, L.P., a Delaware limited partnership, its sole member
|
By: |
PEAKSTONE REALTY TRUST,
|
By: |
/s/ Javier F. Bitar |
||
Name: |
Javier F. Bitar | ||
Title: |
Chief Financial Officer, Treasurer and Interim Chief Investment Officer
|
• |
Revenue of approximately $75.9 million for the quarter and approximately $416.5 million for the year.
|
• |
Net (loss) income attributable to common shareholders of $(228.6) million for the quarter and $(411.9) million for the year.
|
• |
Adjusted Funds from Operation ("AFFO")1 of $0.75 per basic and diluted share for the
quarter and $4.81 for the year.
|
• |
Closed on the sale of 46 office properties in two stages for approximately $1.3 billion (the “Office Portfolio Sale”) and as part of the Office Portfolio Sale, entered into a joint
venture (the "Office Joint Venture"), retaining a 49% interest therein for a total capital contribution of $184.2 million.
|
• |
Closed on the sale of two additional office properties for $126.3 million.
|
• |
81 properties located in 24 states.
|
• |
Weighted average remaining lease term of approximately 7.1 years.
|
• |
Portfolio is 95.5% leased with an average economic occupancy of 94.8% comprised of Industrial (100%), Office (98.3%), and Other (75.4%).
|
• |
Over 98.5% of annualized base rent2 is subject to periodic increases, of which 86.3% is subject to annual escalations that average approximately 2.1%.
|
• |
Approximately 61.5% of annualized base rent is generated by investment grade companies.3
|
• |
For the quarter, executed one new 15-year lease for approximately 98,000 square feet and one seven-year renewal lease for approximately 226,000 square feet.
|
• |
For the year, executed 17 new and renewal leases totaling approximately 1.3 million square feet.
|
• |
For the year:
|
◦ |
Completed the Office Portfolio Sale and entered into the Office Joint Venture. The Company's obligation to the Office Joint Venture is generally limited to its initial capital
contribution of $184.2 million.
|
◦ |
Sold two additional office properties for $126.3 million.
|
• |
Subsequent to year-end, sold three properties for approximately $170 million.
|
• |
For the quarter, total revenue was approximately $75.9 million, which represents a $43.2 million
decrease in rental income compared to the same quarter last year primarily due to the Office Portfolio Sale.
|
• |
For the year, total revenue was approximately $416.5 million, which represents a $43.4 million
decrease in rental income compared to the prior year primarily due to the Office Portfolio Sale.
|
• |
For the quarter, net (loss) attributable to common shareholders was approximately $(228.6)
million, or $(6.34) per basic and diluted share, compared to net income attributable to common shareholders of approximately $1.0 million, or $0.03 per basic and diluted share, for the same quarter last year, primarily due
to the net loss on the disposition of office assets of $(43.8) million and non-cash impairments of real estate of $(41.3) million and goodwill of $(135.3) million.
|
• |
For the year, net (loss) attributable to common shareholders was approximately $(411.9)
million, or $(11.41) per basic and diluted share, compared to net income attributable to common shareholders of approximately $1.6 million, or $0.04 per basic and diluted share, for the prior year, primarily due to the
net loss on the disposition of assets of $(139.3) million as a result of the Office Portfolio Sale, non-cash impairment of real estate of $($127.6) million, non-cash impairment of goodwill of $(135.3) million, and
transaction expenses of $(22.4) million.
|
• |
For the quarter, AFFO was approximately $29.6 million, or $0.75 per basic and diluted share, compared to $60.2 million, or $1.52 per basic and diluted share, for the same quarter last year, primarily due to a $43.2 million decrease in rental
income primarily due to the Office Portfolio Sale.
|
• |
For the year, AFFO was approximately $190.7 million, or $4.81 per basic and diluted share, compared to $219.2 million, or $5.79 per basic and diluted share, for the prior year, primarily attributable to a $43.4 million decrease in rental
income due to the Office Portfolio Sale.
|
• |
For the year, reduced debt by approximately $1.1 billion primarily utilizing proceeds from sales.
|
• |
For the year, extended the maturity date of the $750.0 million revolving credit facility (the "Revolving Credit Facility") to June 2024 (including three three-month extensions).
|
• |
Subsequent to year-end, further extended the maturity date of the Revolving Credit Facility to January 2026, subject to, among other things, the Company completing a listing of its
common shares on the New York Stock Exchange.
|
December 31, 2022
|
December 31, 2021
|
|||||||
ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
233,180
|
$
|
168,618
|
||||
Restricted cash
|
4,764
|
17,522
|
||||||
Real estate:
|
||||||||
Land
|
327,408
|
584,291
|
||||||
Building and improvements
|
2,631,965
|
4,104,782
|
||||||
Tenant origination and absorption cost
|
535,889
|
876,324
|
||||||
Construction in progress
|
1,994
|
4,763
|
||||||
Total real estate
|
3,497,256
|
5,570,160
|
||||||
Less: accumulated depreciation and amortization
|
(644,639
|
)
|
(993,323
|
)
|
||||
Total real estate, net
|
2,852,617
|
4,576,837
|
||||||
Investments in unconsolidated entities
|
$
|
178,647
|
—
|
|||||
Intangible assets, net
|
33,861
|
43,100
|
||||||
Deferred rent receivable
|
79,572
|
108,896
|
||||||
Deferred leasing costs, net
|
26,507
|
44,505
|
||||||
Goodwill
|
94,678
|
229,948
|
||||||
Due from affiliates
|
—
|
271
|
||||||
Right of use asset
|
35,453
|
39,482
|
||||||
Interest rate swap asset
|
41,404
|
3,456
|
||||||
Other assets
|
31,877
|
40,382
|
||||||
Real estate assets and other assets held for sale, net
|
20,816
|
$
|
—
|
|||||
Total assets
|
$
|
3,633,376
|
$
|
5,273,017
|
||||
LIABILITIES AND EQUITY
|
||||||||
Debt, net
|
$
|
1,485,402
|
$
|
2,532,377
|
||||
Restricted reserves
|
627
|
8,644
|
||||||
Interest rate swap liability
|
—
|
25,108
|
||||||
Distributions payable
|
12,402
|
12,396
|
||||||
Due to affiliates
|
1,458
|
2,418
|
||||||
Intangible liabilities, net
|
20,658
|
30,626
|
||||||
Lease liability
|
46,519
|
50,896
|
||||||
Accrued expenses and other liabilities
|
80,175
|
109,121
|
||||||
Total liabilities
|
1,647,241
|
2,771,586
|
||||||
Perpetual convertible preferred shares
|
125,000
|
125,000
|
||||||
Noncontrolling interests subject to redemption; 556,099 and 556,099 units as of December 31, 2022
and December 31, 2021, respectively
|
3,812
|
4,768
|
||||||
Shareholders' equity:
|
||||||||
Common stock, $0.001 par value; 800,000,000 shares authorized; 35,999,898 and 36,070,902 shares outstanding in the aggregate as of December 31, 2022 and December 31, 2021, respectively
|
36
|
36
|
||||||
Additional paid-in capital
|
2,948,600
|
2,952,261
|
||||||
Cumulative distributions
|
(1,036,678
|
)
|
(922,562
|
)
|
||||
Accumulated (loss) income
|
(269,926
|
)
|
141,983
|
|||||
Accumulated other comprehensive income (loss)
|
40,636
|
(18,708
|
)
|
|||||
Total shareholders' equity
|
1,682,668
|
2,153,010
|
||||||
Noncontrolling interests
|
174,655
|
218,653
|
||||||
Total equity
|
1,857,323
|
2,371,663
|
||||||
Total liabilities and equity
|
$
|
3,633,376
|
$
|
5,273,017
|
Three Months Ended December 31,
|
Year Ended December 31,
|
|||||||||||||||
2022
|
2021
|
2022
|
2021
|
|||||||||||||
Revenue:
|
||||||||||||||||
Rental income
|
$
|
75,893
|
$
|
119,125
|
$
|
416,485
|
$
|
459,872
|
||||||||
Expenses:
|
||||||||||||||||
Property operating expense
|
9,357
|
16,687
|
52,451
|
61,259
|
||||||||||||
Property tax expense
|
6,065
|
10,708
|
37,317
|
41,248
|
||||||||||||
Property management fees to non-affiliates
|
589
|
1,051
|
3,496
|
4,066
|
||||||||||||
General and administrative expenses
|
11,706
|
10,350
|
39,893
|
40,479
|
||||||||||||
Corporate operating expenses to affiliates
|
284
|
630
|
1,349
|
2,520
|
||||||||||||
Real estate impairment provision
|
41,323
|
—
|
127,577
|
4,242
|
||||||||||||
Depreciation and amortization
|
35,275
|
54,922
|
190,745
|
209,638
|
||||||||||||
Total expenses
|
104,599
|
94,348
|
452,828
|
363,452
|
||||||||||||
Income before other income and (expenses)
|
(28,706
|
)
|
24,777
|
(36,343
|
)
|
96,420
|
||||||||||
Other income (expenses):
|
||||||||||||||||
Interest expense
|
(16,501
|
)
|
(21,425
|
)
|
(84,816
|
)
|
(85,087
|
)
|
||||||||
Extinguishment of debt
|
—
|
—
|
(13,249
|
)
|
—
|
|||||||||||
Other income, net
|
(181
|
)
|
1,289
|
(45
|
)
|
1,521
|
||||||||||
Net loss from investment in unconsolidated entities
|
(9,993
|
)
|
—
|
(9,993
|
)
|
8
|
||||||||||
(Loss) gain from disposition of assets
|
(43,767
|
)
|
—
|
(139,280
|
)
|
(326
|
)
|
|||||||||
Impairment provision, goodwill
|
(135,270
|
)
|
—
|
(135,270
|
)
|
—
|
||||||||||
Transaction expenses
|
(13,724
|
)
|
(966
|
)
|
(22,386
|
)
|
(966
|
)
|
||||||||
Net (loss) income
|
(248,142
|
)
|
3,675
|
(441,382
|
)
|
11,570
|
||||||||||
Distributions to redeemable preferred shareholders
|
(2,516
|
)
|
(2,516
|
)
|
(10,063
|
)
|
(9,698
|
)
|
||||||||
Net (income) loss attributable to noncontrolling interests
|
22,071
|
(102
|
)
|
39,714
|
(66
|
)
|
||||||||||
Net income (loss) attributable to controlling interest
|
(228,587
|
)
|
1,057
|
(411,731
|
)
|
1,806
|
||||||||||
Distributions to redeemable noncontrolling interests attributable to common shareholders
|
(45
|
)
|
(45
|
)
|
(178
|
)
|
(177
|
)
|
||||||||
Net (loss) income attributable to common shareholders
|
$
|
(228,632
|
)
|
$
|
1,012
|
$
|
(411,909
|
)
|
$
|
1,629
|
||||||
Net (loss) income attributable to common shareholders per share, basic and diluted
|
$
|
(6.34
|
)
|
$
|
0.03
|
$
|
(11.41
|
)
|
$
|
0.04
|
||||||
Weighted average number of common shares outstanding, basic and diluted
|
35,999,203
|
36,022,888
|
36,057,825
|
34,361,208
|
||||||||||||
Cash distributions declared per common share
|
0.80
|
0.80
|
3.16
|
3.16
|
Three Months Ended December 31,
|
Year Ended December 31,
|
|||||||||||||||
2022
|
2021
|
2022
|
2021
|
|||||||||||||
Net income
|
$
|
(248,142
|
)
|
$
|
3,675
|
$
|
(441,382
|
)
|
$
|
11,570
|
||||||
Adjustments:
|
||||||||||||||||
Depreciation of building and improvements
|
22,336
|
33,035
|
113,191
|
125,388
|
||||||||||||
Amortization of leasing costs and intangibles
|
13,037
|
21,977
|
77,926
|
84,598
|
||||||||||||
Impairment provision, real estate
|
41,323
|
—
|
127,577
|
4,242
|
||||||||||||
Loss from disposition of assets, net
|
43,767
|
—
|
139,280
|
326
|
||||||||||||
Company's share of amortization of intangible assets- unconsolidated entity
|
4,643
|
—
|
4,643
|
—
|
||||||||||||
Company's share of loss on sale of unconsolidated entity
|
3,558
|
—
|
3,558
|
(8
|
)
|
|||||||||||
FFO
|
(119,478
|
)
|
58,687
|
24,793
|
226,116
|
|||||||||||
Distribution to redeemable preferred shareholders
|
(2,515
|
)
|
(2,516
|
)
|
(10,063
|
)
|
(9,698
|
)
|
||||||||
FFO attributable to common shareholders and limited partners
|
$
|
(121,993
|
)
|
$
|
56,171
|
$
|
14,730
|
$
|
216,418
|
|||||||
Reconciliation of FFO to AFFO:
|
||||||||||||||||
FFO attributable to common shareholders and limited partners
|
$
|
(121,993
|
)
|
$
|
56,171
|
$
|
14,730
|
$
|
216,418
|
|||||||
Adjustments:
|
||||||||||||||||
Revenues in excess of cash received, net
|
(5,199
|
)
|
639
|
(15,407
|
)
|
(10,780
|
)
|
|||||||||
Amortization of share-based compensation
|
3,433
|
1,752
|
9,573
|
7,470
|
||||||||||||
Deferred rent - ground lease
|
433
|
516
|
1,951
|
2,064
|
||||||||||||
Unrealized loss (gain) on investments
|
15
|
(5
|
)
|
195
|
(15
|
)
|
||||||||||
Loss on debt breakage costs — write-off of deferred financing costs
|
—
|
—
|
1,771
|
—
|
||||||||||||
Amortization of deferred financing costs
|
993
|
809
|
3,544
|
3,184
|
||||||||||||
Company's share of amortization of deferred financing costs- unconsolidated entity
|
3,740
|
—
|
3,740
|
—
|
||||||||||||
Company's share of revenues in excess of cash received (straight-line rents) - unconsolidated entity
|
(257
|
)
|
—
|
(257
|
)
|
—
|
||||||||||
Company's share of amortization of above market rent - unconsolidated entity
|
(58
|
)
|
—
|
(58
|
)
|
—
|
||||||||||
Amortization of lease inducements
|
79
|
69
|
537
|
278
|
||||||||||||
Amortization of above/(below) market rent, net
|
(923
|
)
|
(691
|
)
|
(2,205
|
)
|
(1,323
|
)
|
||||||||
Amortization of debt premium/(discount), net
|
103
|
103
|
409
|
409
|
||||||||||||
Amortization of ground leasehold interests
|
(98
|
)
|
(91
|
)
|
(372
|
)
|
(350
|
)
|
||||||||
Amortization of below tax benefit amortization
|
377
|
377
|
1,494
|
1,252
|
||||||||||||
Employee separation expense
|
—
|
777
|
72
|
777
|
||||||||||||
Write-off of transaction costs
|
—
|
3
|
28
|
65
|
||||||||||||
Write-off of reserve liability
|
—
|
(1,166
|
)
|
(1,166
|
)
|
|||||||||||
Goodwill impairment provision
|
135,270
|
—
|
135,270
|
—
|
||||||||||||
Transaction expenses
|
13,724
|
966
|
22,386
|
966
|
||||||||||||
Debt breakage costs
|
—
|
—
|
13,249
|
—
|
||||||||||||
AFFO available to common shareholders and limited partners
|
$
|
29,639
|
$
|
60,229
|
$
|
190,650
|
$
|
219,249
|
||||||||
FFO per share, basic and diluted
|
$
|
(3.09
|
)
|
$
|
1.42
|
$
|
0.37
|
$
|
5.71
|
|||||||
AFFO per share, basic and diluted
|
$
|
0.75
|
$
|
1.52
|
$
|
4.81
|
$
|
5.79
|
||||||||
Weighted-average common shares outstanding - basic EPS
|
35,999,203
|
36,022,888
|
36,057,825
|
34,361,208
|
||||||||||||
Weighted-average OP Units
|
3,537,654
|
3,537,654
|
3,537,654
|
3,537,654
|
||||||||||||
Weighted-average common shares and OP Units outstanding - basic and diluted FFO/AFFO
|
39,536,857
|
39,560,542
|
39,595,479
|
37,898,862
|
• |
Opportunity for liquidity for existing shareholders
|
• |
Ability for investors to retain embedded upside in the portfolio
|
• |
Potential for Peakstone to gain access to additional sources of capital in the longer-term
|
• |
Provides an attractive investment opportunity for new investors
|
1. |
Listing Date/Ticker Symbol: The Company currently anticipates its common shares will commence
trading on or about April 13, 2023 under the ticker symbol PKST. In connection with the Listing, all shares of the Company’s classes of common shares, other than the Class E common shares, will automatically convert into Class E common
shares in accordance with their terms, and the Class E common shares will be listed and known as Common Shares.
|
2. |
Investor Materials: Today, the Company filed or furnished with the U.S. Securities and Exchange
Commission the following:
|
• |
Investor Presentation discussing the Company’s business plan as a publicly
traded company
|
• |
Earnings and Supplemental information covering the Company’s Fourth Quarter
and Full Year 2022
|
• |
Annual Report on Form 10-K
|
• |
Frequently Asked Questions relating to the Company’s intended Listing
|