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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): February 8, 2021

 

 

Pennsylvania Real Estate Investment Trust

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Pennsylvania   001-6300   23-6216339
(State or Other Jurisdiction
of Incorporation or Organization) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

 

One Commerce Square

2005 Market Street, Suite 1000

Philadelphia, Pennsylvania

  19103
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (215) 875-0700

(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

Shares of Beneficial Interest, par value $1.00 per share   PEI   New York Stock Exchange
Series B Preferred Shares, par value $0.01 per share   PEIPrB   New York Stock Exchange
Series C Preferred Shares, par value $0.01 per share   PEIPrC   New York Stock Exchange
Series D Preferred Shares, par value $0.01 per share   PEIPrD   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. ☐

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On February 8, 2021, Pennsylvania Real Estate Investment Trust (“PREIT”), PREIT Associates, L.P. and PREIT-RUBIN, Inc. (collectively with PREIT and PREIT Associates, L.P., the “Borrower”) entered into an amendment (the “Amendment”) to that certain Second Lien Credit Agreement, dated as of December 10, 2020 with Wells Fargo Bank, National Association and the other financial institutions signatory thereto and their assignees (as amended, the “Credit Agreement”). The Amendment reduces the principal amount of Loans outstanding under the Credit Agreement, retroactively as of December 10, 2020, from $540.5 million to $535.3 million and correspondingly reduces the aggregate Term Loan Commitments under the Credit Agreement. The reduction was made in connection with the final determination that amounts of Disputed Interest (defined in the Amendment) that were included in the principal amount of Loans provided under the Credit Agreement at closing, were not due and payable by the Borrower prior to entry into the Credit Agreement. In connection with that determination, the Amendment also reduces the amount of paid in kind interest paid by the Borrower on January 10, 2021 (which amount was calculated based on the prior outstanding principal balance under the Credit Agreement) by $39.9 thousand to $4.0 million.

The Credit Agreement contains certain affirmative and negative covenants and other terms that remain unchanged under the Amendment and which are described in PREIT’s Current Report on Form 8-K filed on December 16, 2020. All capitalized terms used in this Current Report on Form 8-K and not otherwise defined herein have the meanings ascribed to such terms in the Credit Agreement. The description above is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

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

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference to this Item 2.03.

Item 8.01. Other Events.

PR Woodland Limited Partnership, a Delaware limited partnership indirectly owned by PREIT (“PR Woodland”), is the borrower under a loan agreement secured by the Woodland Mall in Grand Rapids, Michigan. PREIT Associates, L.P. has guaranteed certain obligations of PR Woodland under the loan agreement. As previously described in PREIT’s Current Report on Form 8-K filed on December 16, 2020, PR Woodland, the administrative agent, and certain lenders under the loan agreement previously entered into a forbearance agreement and loan agreement amendment, agreeing to, among other things, forbear from exercising any of their rights and remedies as a result of alleged events of default while the parties worked in good faith toward a further amendment to the loan agreement. On February 8, 2021, PR Woodland, PR Woodland Anchor-S, LLC, a Delaware limited liability company indirectly owned by PREIT, as an additional borrower, PREIT Associates, L.P., as guarantor, the administrative agent, and the lenders party to the loan agreement entered into a second amendment to the loan agreement. Among other changes, that amendment: (i) reduces the cap on guarantor liability for PREIT Associates, L.P. to $10 million; (ii) restricts the lenders from exercising their rights and remedies under the guaranty until December 10, 2022, except if there is a bankruptcy filing with respect to the borrowers or guarantor; (iii) extends the maturity date of the loan agreement to December 10, 2021 with one 12-month extension option; (iv) adjusts the interest rate; (v) provides for the pledge of additional collateral as security for the borrowers’ obligations (including the parcel owned by PR Woodland Anchor-S, LLC, which was released as collateral from PREIT’s senior secured credit facilities); and (vi) requires the borrowers to pay to the lenders a $5 million remargin payment.

A copy of PREIT’s press release announcing the transaction described above in Item 8.01 of this Current Report on Form 8-K is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

 

Exhibit
No. 		  

Description

10.1    First Amendment to Second Lien Credit Agreement, dated as of February 8, 2021, by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., Pennsylvania Real Estate Investment Trust, and the financial institutions party thereto and their assignees.
99.1    Press release issued by Pennsylvania Real Estate Investment Trust dated February 11, 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

 

    PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Date: February 12, 2021     By:  

/s/ Lisa M. Most

      Lisa M. Most
      Executive Vice President, Secretary and General Counsel

Exhibit 10.1

Loan Number: 1019942

FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT

THIS FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”) dated as of February 8, 2021, by and among PREIT ASSOCIATES, L.P., a Delaware limited partnership (“PREIT”), PREIT-RUBIN, INC., a Pennsylvania corporation (“PREIT-RUBIN”), PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the “Parent”; together with PREIT and PREIT-RUBIN each individually, a “Borrower” and collectively, the “Borrower”), each of the Lenders (as defined below) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”). Capitalized terms used and not defined herein shall have the meanings set forth in the Credit Agreement (defined below).

WHEREAS the Borrower, each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 11.6.(b) (the “Lenders”), and the Administrative Agent have entered into that certain Second Lien Credit Agreement, dated as of December 10, 2020 (the “Credit Agreement”);

AND WHEREAS, pursuant to Section 12.25 of such Credit Agreement Borrower expressly reserved the right to seek a final determination from the Bankruptcy Court as to whether default interest under the Existing Term Loans and the Existing Revolver/Term Loans was due and payable prior to the Agreement Date (as such disputed amounts, the “Disputed Interest”);

AND WHEREAS, in order to resolve with finality all issues concerning the Disputed Interest, the Lenders have agreed to reduce the amount of the outstanding Loans under the Credit Agreement (and make a corresponding reduction in Term Loan Commitments) by the sum of (A) $5,275,111.11, such amount representing the amount of Disputed Interest that was included as part of the Loans on the Effective Date (the “Disputed Principal Amount”) and (B) $39,856.40, such amount representing the amount of interest paid in kind on the Disputed Principal Amount between the Effective Date and the date hereof (such amount, the “Disputed PIK Interest” and together with the Disputed Principal Amount, the “Total Reduction Amount”), and the Borrowers, the Administrative Agent and the Lenders have agreed to the provide the mutual releases related to the Disputed Interest set forth herein.

NOW, THEREFORE, to avoid the burden and expense of litigation and to resolve the claims relating to the Disputed Interest, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

Section 1    Amendment to Credit Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that:

(a)    The principal amount of Loans outstanding under the Credit Agreement shall be revised by reducing (i) the initial principal amount of the Loans, retroactively as of December 10, 2020, by the Disputed Principal Amount to $535,246,882.70, and (ii) the amount of paid in kind interest paid on January 10, 2021 by the Disputed PIK Interest to $4,044,087.56;

Loan Number: 1019942

 

(b)    Schedule I of the Credit Agreement shall be amended and restated, retroactively as of December 10, 2020, in its entirety as set forth on Schedule I attached hereto;

(c)    without limiting the effect of, and without duplication of, clause (a) of this Section, all accrued and unpaid interest on the Total Reduction Amount shall be voided; and

(d)    all the Term Notes issued prior to the date of this Amendment by Borrower and payable to any Lender are hereby deemed to be amended, retroactive to December 10, 2020, to reduce the principal amount of such Lender’s Loans set forth therein to the corresponding amount set forth for such Lender on Schedule I attached hereto.

Section 2    Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent:

(a)    a counterpart of this Amendment duly executed by the Borrower, the Administrative Agent and each of the Lenders; and

(b)    a Guarantor Acknowledgement substantially in the form of Annex A attached hereto, executed by each Guarantor;

Section 3    Representations. Each Borrower represents and warrants to the Administrative Agent and the Lenders that, as of the date hereof, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Credit Agreement.

Section 4    Release of Claims.

(a)    Upon the effectiveness of the amendments set forth in Section 1 of this Amendment, each Borrower hereby releases Administrative Agent, Lenders, and their respective parent corporations, subsidiaries and affiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns (collectively, the “Lender Released Parties”), from any and all claims, liabilities, damages, actions and causes of action of every nature or character (collectively, the “Claims”), known or unknown, direct or indirect, at law or in equity, for or because of any matter or things done, omitted or suffered to be done by any of the Lender Released Parties prior to and including the date hereof, relating solely to the Disputed Interest.

(b)    Upon the effectiveness of the amendments set forth in Section 1 of this Amendment, each of the Administrative Agent and each of the Lenders hereby releases the Borrower, Parent, and their respective subsidiaries and affiliates, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns (collectively, the “PREIT Released Parties”), from

 

- 2 -

Loan Number: 1019942

 

any and all of the Claims, known or unknown, direct or indirect, at law or in equity, for or because of any matter or things done, omitted or suffered to be done by any of the PREIT Released Parties prior to and including the date hereof, relating solely to the Disputed Interest.

(c)    In entering into this Amendment, (i) each of the Borrower and the Parent has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Lender Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof and (ii) each of the Administrative Agent and the Lenders has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the PREIT Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 4 shall survive the termination of the Credit Agreement, the other Loan Documents, and the payment in full of the Obligations under the Credit Agreement.

Section 5    Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. This Amendment is a Loan Document.

Section 6    Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 7    Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8    GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 9    Effect. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only from the date as of which this Amendment is dated. The Existing Credit Agreement, as amended hereby, is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Credit Agreement or any other Loan Document.

 

- 3 -

Loan Number: 1019942

 

Section 10    Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

[Remainder of Page Intentionally Left Blank]

 

- 4 -

Loan Number: 1019942

 

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Second Lien Credit Agreement to be executed by their authorized officers all as of the day and year first above written.

 

PREIT ASSOCIATES, L.P.
By:  

Pennsylvania Real Estate Investment Trust,

its general partner

  By:  

/s/ Andrew Ioannou

  Name:   Name: Andrew Ioannou
  Title:   Executive Vice President, Finance & Acquisitions and Treasurer
PREIT-RUBIN, INC.
By:  

/s/ Andrew Ioannou

Name:   Name: Andrew Ioannou
Title:   Executive Vice President, Finance & Acquisitions and
  Treasurer  
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By:  

/s/ Andrew Ioannou

Name:   Name:   Andrew Ioannou
Title:   Executive Vice President, Finance & Acquisitions and
  Treasurer

[Signatures Continue on Following Page]

Loan Number: 1019942

 

[Signature Page to First Amendment to Second Lien Credit Agreement

with PREIT Associates, L.P. et al.]

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent and as a Lender
By:  

/s/ Brandon H. Barry

Name:   Brandon H. Barry
Title:   Director

[Signatures Continue on Following Page]

Loan Number: 1019942

 

[Signature Page to First Amendment to Second Lien Credit Agreement

with PREIT Associates, L.P. et al.]

 

MANUFACTURERS AND TRADERS TRUST COMPANY,
as a Lender
By:  

/s/ Glenn L. Best

Name:   Glenn L. Best
Title:   Vice President

[Signatures Continue on Following Page]

Loan Number: 1019942

 

[Signature Page to First Amendment to Second Lien Credit Agreement

with PREIT Associates, L.P. et al.]

 

CITIZENS BANK, NATIONAL ASSOCIATION,
as a Lender
By:  

/s/ Adrienne Bain

Name:   Adrienne Bain
Title:   Authorized Signer

[Signatures Continue on Following Page]

Loan Number: 1019942

 

[Signature Page to First Amendment to Second Lien Credit Agreement

with PREIT Associates, L.P. et al.]

 

PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:  

/s/ Shari L. Reams-Henofer

Name:   Shari L. Reams-Henofer
Title:   Senior Vice President

Loan Number: 1019942

 

[Signature Page to First Amendment to Second Lien Credit Agreement

with PREIT Associates, L.P. et al.]

 

ASSOCIATED BANK, NATIONAL ASSOCIATION,
as a Lender
By:  

/s/ Adam Harding

Name:   Adam Harding
Title:   Vice President

[Signatures Continue on Following Page]

Loan Number: 1019942

 

[Signature Page to First Amendment to Second Lien Credit Agreement

with PREIT Associates, L.P. et al.]

 

CITICORP NORTH AMERICA, INC.,
as a Lender
By:  

/s/ David Bouton

Name:   David Bouton
Title:   Authorized Signatory

[Signatures Continue on Following Page]

Loan Number: 1019942

 

[Signature Page to First Amendment to Second Lien Credit Agreement

with PREIT Associates, L.P. et al.]

 

JPMORGAN CHASE BANK, N.A.,
as a Lender
By:  

/s/ Paul Choi

Name:   Paul Choi
Title:   Authorized Signer

[Signatures Continue on Following Page]

Loan Number: 1019942

 

[Signature Page to First Amendment to Second Lien Credit Agreement

with PREIT Associates, L.P. et al.]

 

MUFG UNION BANK, N.A.,
as a Lender
By:  

/s/ Mark Menda

Name:   Mark Menda
Title:   Director

[Signatures Continue on Following Page]

Loan Number: 1019942

 

[Signature Page to First Amendment to Second Lien Credit Agreement

with PREIT Associates, L.P. et al.]

 

U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:  

/s/ Nicholas V. Ocepek

Name:   Nicholas V. Ocepek
Title:   Senior Vice President

[Signatures Continue on Following Page]

Loan Number: 1019942

 

[Signature Page to First Amendment to Second Lien Credit Agreement

with PREIT Associates, L.P. et al.]

 

STRATEGIC VALUE DISLOCATION MASTER FUND LP,

as a Lender

By: SVP Dislocation LLC, its Investment Manager
By:  

/s/ James Dougherty

Name:   James Dougherty
Title:   Chief Financial Officer

[Signatures Continue on Following Page]

Loan Number: 1019942

 

[Signature Page to First Amendment to Second Lien Credit Agreement

with PREIT Associates, L.P. et al.]

 

STRATEGIC VALUE SPECIAL SITUATIONS MASTER FUND IV L.P.,
as a Lender
By: SVP Special Situations IV LLC, its Investment Manager
By:  

/s/ James Dougherty

Name:   James Dougherty
Title:   Chief Financial Officer

[Signatures Continue on Following Page]

Loan Number: 1019942

 

[Signature Page to First Amendment to Second Lien Credit Agreement

with PREIT Associates, L.P. et al.]

 

STRATEGIC VALUE MASTER FUND, LTD.,

as a Lender

By: Strategic Value Partners, LLC, its Investment Manager

By:  

/s/ James Dougherty

Name:   James Dougherty
Title:   Chief Financial Officer

[End of Signatures]

Loan Number: 1019942

 

ANNEX A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of February 8, 2021 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), and each “Lender” a party to the Credit Agreement referred to below (collectively, the “Lenders”).

WHEREAS, PREIT ASSOCIATES, L.P., a Delaware limited partnership (“PREIT”), PREIT-RUBIN, INC., a Pennsylvania corporation, PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the “Parent”; together with PREIT and PREIT-RUIBN each individually, a “Borrower” and collectively, the “Borrower”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Second Lien Credit Agreement dated as of December 10, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of August 11, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Administrative Agent and the Lenders are to enter into an First Amendment to Second Lien Credit Agreement, dated as of the date hereof (the “Amendment”), to amend the terms of the Credit Agreement on the terms and conditions contained therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Guarantors execute and deliver this Acknowledgement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of the Guaranty, or reduce (except to the extent of the express reductions in the Obligations set forth in the Amendment), impair or discharge the obligations of such Guarantor thereunder. Each Guarantor which is a party to any of the Security Documents hereby reaffirms its continuing obligations under such Security Documents and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of any of the Security Documents, or reduce (except to the extent of the express reductions in the Obligations set forth in the Amendment), impair or discharge the obligations of such Guarantor thereunder.

Section 2.    Governing Law.    THIS ACKNOWLEDGEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF THIS ACKNOWLEDGMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 4.    Counterparts.    This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

 

Annex A

Loan Number: 1019942

 

IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

 

“GUARANTORS”
PR CHERRY HILL OFFICE GP, LLC
By:       PREIT Associates, L.P., sole member
BALA CYNWYD ASSOCIATES, L.P.
By:       PR Cherry Hill Office GP, LLC, general partner
      By:    PREIT Associates, L.P., sole member
PR MOORESTOWN ANCHOR-M, LLC
By:       PREIT Associates, L.P., sole member
PR MOORESTOWN LLC
By:       PREIT Associates, L.P., sole member
PR MOORESTOWN LIMITED PARTNERSHIP
By:       PR Moorestown LLC, general partner
      By:    PREIT Associates, L.P., sole member
MOORESTOWN MALL LLC
By:       PR Moorestown Limited Partnership, sole member
      By:    PR Moorestown LLC, general partner
            By:    PREIT Associates, L.P., sole member
PLYMOUTH GROUND ASSOCIATES LLC
By:       PREIT Associates, L.P., sole member
PLYMOUTH GROUND ASSOCIATES LP
By:       Plymouth Ground Associates LLC, general partner
      By:    PREIT Associates, L.P., sole member
PR AEKI PLYMOUTH LLC
By:       PREIT Associates, L.P., sole member
PR AEKI PLYMOUTH, L.P.
By:       PR AEKI Plymouth LLC, general partner
      By:    PREIT Associates, L.P., sole member
PR BVM, LLC
By:       PREIT Associates, L.P., sole member
PR CUMBERLAND OUTPARCEL LLC
By:       PREIT Associates, L.P., sole member
PR VALLEY VIEW OP-DSG/CEC, LLC
By:       PREIT Associates, L.P., sole member
PR MOORESTOWN ANCHOR-L&T, LLC
By:       PREIT Associates, L.P., sole member
By:       Pennsylvania Real Estate Investment Trust, general partner
By:  

/s/ Andrew Ioannou

Name:   Andrew Ioannou
Title:   Executive Vice President, Finance & Acquisitions and Treasurer

[Signatures Continued on Next Page]

 

Annex A – Signature Page to Guarantor Acknowledgment

Loan Number: 1019942

 

PR EXTON LLC
By:       PREIT Associates, L.P., sole member
PR EXTON LIMITED PARTNERSHIP
By:       PR Exton LLC, general partner
      By:    PREIT Associates, L.P., sole member
PR EXTON OUTPARCEL GP, LLC
By:       PREIT Associates, L.P., sole member
PR EXTON OUTPARCEL HOLDINGS, LP
By:       PR Exton Outparcel GP, LLC, general partner
      By:    PREIT Associates, L.P., sole member
PR EXTON OUTPARCEL LIMITED PARTNERSHIP
By:       PR Exton Outparcel GP, LLC, general partner
      By:    PREIT Associates, L.P., sole member
XGP LLC
By:       PR Exton Limited Partnership, sole member
      By:    PR Exton LLC, general partner
      By:    PREIT Associates, L.P., sole member
PR EXTON SQUARE PROPERTY L.P.
By:       XGP LLC, general partner
      By:    PR Exton Limited Partnership, sole member
                By:    PR Exton LLC, general partner
                          By:    PREIT Associates, L.P., sole member
PR FIN DELAWARE, LLC
By:       PREIT Associates, L.P., sole member
PR FINANCING II LLC
By:       PREIT Associates, L.P., sole member
PR FINANCING I LLC
By:       PREIT Associates, L.P., member and
      By:    PR Financing II LLC, member
                By:    PREIT Associates, L.P., sole member
PR FINANCING LIMITED PARTNERSHIP,
By:       PR Financing I LLC, general partner
      By:    PREIT Associates, L.P., member and
      By:    PR Financing II LLC, member
                By:    PREIT Associates, L.P., sole member
PR GAINESVILLE LLC
By:       PREIT Associates, L.P., sole member
PR GAINESVILLE LIMITED PARTNERSHIP
By:   PR Gainesville LLC, general partner
    By:    PREIT Associates, L.P., sole member

By:

 

  Pennsylvania Real Estate Investment Trust, general partner

By:  

/s/ Andrew Ioannou

Name:   Andrew Ioannou
Title:   Executive Vice President, Finance & Acquisitions and Treasurer

[Signatures Continued on Next Page]

 

Annex A – Signature Page to Guarantor Acknowledgment

Loan Number: 1019942

 

PR GV LLC
By:   PREIT Associates, L.P., sole member
PR GV LP
By:   PR GV LLC, general partner
  By:    PREIT Associates, L.P., sole member
PR PRINCE GEORGE’S PLAZA LLC
By:   PREIT Associates, L.P., sole member
PR HYATTSVILLE LLC
By:   PR Prince George’s Plaza LLC, sole member
            By: PREIT Associates, L.P., sole member
PR JK LLC
By:   PREIT Associates, L.P., sole member
PR JACKSONVILLE LLC
By:   PREIT Associates, L.P. member and
  By:    PR JK LLC, member
  By:    PREIT Associates, L.P., sole member
PR JACKSONVILLE LIMITED PARTNERSHIP
By:   PR Jacksonville LLC, general partner
  By:    PREIT Associates, L.P., member and
  By:    PR JK LLC, member
            By: PREIT Associates, sole member
PR MAGNOLIA LLC
By:   PREIT Associates, L.P., sole member
PR VALLEY ANCHOR-S, LLC
By:   PREIT Associates, L.P., sole member
PR WOODLAND ANCHOR-S, LLC
By:   PREIT Associates, L.P., sole member
By:   Pennsylvania Real Estate Investment Trust, general partner

 

By:  

/s/ Andrew Ioannou

Name:   Andrew Ioannou
Title:   Executive Vice President, Finance & Acquisitions and Treasurer

[Signatures Continued on Next Page]

Annex A – Signature Page to Guarantor Acknowledgment

Loan Number: 1019942

 

PR PLYMOUTH ANCHOR-M, LLC
By:   PREIT Associates, L.P., sole member
PR PLYMOUTH ANCHOR-M, L.P.
By:   PR Plymouth Anchor-M, LLC, general partner
  By:    PREIT Associates, L.P., sole member
PR PM PC ASSOCIATES LLC
By:   PREIT Associates, L.P., sole member
PR PLYMOUTH MEETING ASSOCIATES PC LP
By:   PR PM PC Associates LLC, general partner
  By:    PREIT Associates, L.P., sole member
PR PLYMOUTH MEETING LLC
By:   PREIT Associates, L.P., sole member
PR PLYMOUTH MEETING LIMITED PARTNERSHIP
By:   PR Plymouth Meeting LLC, general partner
  By:    PREIT Associates, L.P., sole member
PR PM PC ASSOCIATES LP
By:   PR PM PC Associates LLC, general partner
  By:    PREIT Associates, L.P., sole member
By:   Pennsylvania Real Estate Investment Trust, general partner

 

By:  

/s/ Andrew Ioannou

Name:   Andrew Ioannou
Title:   Executive Vice President, Finance & Acquisitions and Treasurer

[Signatures Continued on Next Page]

Annex A – Signature Page to Guarantor Acknowledgment

Loan Number: 1019942

 

PR SPRINGFIELD TOWN CENTER LLC
        By:   PREIT Associates, L.P., sole member
PR SWEDES SQUARE LLC
        By:   PREIT Associates, L.P., sole member
PR TP LLC
        By:   PREIT Associates, L.P., sole member
PR TP LP
        By:   PR TP LLC, general partner
  By:   PREIT Associates, L.P., sole member
PR VALLEY ANCHOR-M, LLC
        By:   PREIT Associates, L.P., sole member
PR VALLEY ANCHOR-M LIMITED PARTNERSHIP
        By:   PR Valley Anchor-M, LLC, general partner
  By:   PREIT Associates, L.P., sole member
PR VALLEY LLC
        By:   PREIT Associates, L.P., sole member
PR VALLEY LIMITED PARTNERSHIP
        By:   PR Valley LLC, its general partner
  By:   PREIT Associates, L.P., sole member
PR VALLEY VIEW ANCHOR-M, LLC
        By:   PREIT Associates, L.P., sole member
PR VALLEY VIEW ANCHOR-M LIMITED PARTNERSHIP
        By:   PR Valley View Anchor-M, LLC, its general partner
  By:   PREIT Associates, L.P., sole member
By:   Pennsylvania Real Estate Investment Trust, general partner

 

By:  

/s/ Andrew Ioannou

Name:   Andrew Ioannou
Title:   Executive Vice President, Finance & Acquisitions and Treasurer

[Signatures Continued on Next Page]

 

Annex A – Signature Page to Guarantor Acknowledgment

Loan Number: 1019942

 

PR SUNRISE OUTPARCEL 2, LLC
PR VALLEY SOLAR LLC
By:  PREIT – RUBIN, Inc., sole member
By:  

/s/ Andrew Ioannou

Name:   Andrew Ioannou
Title:   Executive Vice President, Finance & Acquisitions and Treasurer
PREIT – RUBIN, INC.
By:  

/s/ Andrew Ioannou

Name:   Andrew Ioannou
Title:   Executive Vice President, Finance & Acquisitions and Treasurer
PREIT – RUBIN OP, INC.
By:  

/s/ Andrew Ioannou

Name:   Andrew Ioannou
Title:   Executive Vice President, and Assistant Treasurer

[Signatures Continued on Next Page]

 

Annex A – Signature Page to Guarantor Acknowledgment

Loan Number: 1019942

 

PR CAPITAL CITY LIMITED PARTNERSHIP
By:       PR Capital City LLC, general partner
  By:     PREIT Associates, L.P., its member
  By:   PR CC II LLC, its member
    By:     PREIT Associates, L.P., its sole member
PR CC LIMITED PARTNERSHIP
By:   PR CC I LLC, general partner
  By:   PREIT Associates, L.P., its member
  By:   PR CC II LLC, its member
    By:   PREIT Associates, L.P., its sole member
PR CAPITAL CITY LLC
By:   PREIT Associates, L.P., its member
By:   PR CC II LLC, its member
    By:   PREIT Associates, L.P., its sole member
PR CC I LLC
By:   PREIT Associates, L.P., its member
By:   PR CC II LLC, its member
    By:   PREIT Associates, L.P., its sole member
PR CC II LLC
By:   PREIT Associates, L.P., its sole member
By:   Pennsylvania Real Estate Investment Trust, its general partner

 

By:  

/s/ Andrew Ioannou

Name:   Andrew Ioannou
Title:   Executive Vice President, Finance & Acquisitions and Treasurer

 

Address for Notices for all Guarantors:

c/o PREIT Associates, L.P.

2005 Market Street

Suite 1000
Philadelphia, PA 19103
Attention: Andrew Ioannou
Telephone:   (215) 875-0700
Telecopy:   (215) 546-7311

 

Annex A – Signature Page to Guarantor Acknowledgment

Loan Number: 1019942

 

SCHEDULE I

Commitments

Term Loan Commitments

 

LOGO

 

Schedule I

Exhibit 99.1

 

 

LOGO

 

PREIT Completes Key Step in Financial Restructuring, Extending Maturity Date of Mortgage Loan Secured by Woodland Mall

PHILADELPHIA, February 11, 2021 – PREIT (NYSE: PEI), a leading owner and operator of distinctive real estate in high barrier-to-entry markets, today announced that is has entered into an amendment to the mortgage loan secured by Woodland Mall, one of the Company’s key redevelopment projects opened in 2019. This amendment marks a key step in the Company’s balance sheet repositioning effort.

Key terms of the amendment include:

 

  •  

Maturity date extension to 12/10/21 with a 12-month extension option;

 

  •  

Interest rate revisions;

 

  •  

Guaranty reduced to $10 million with restrictions on lenders exercising rights and remedies.

Woodland Mall opened its highly anticipated expansion wing in October 2019, featuring a vibrant lineup of tenants, resulting in double-digit traffic growth over the recent holiday season. The mall is home to the only Von Maur, Apple, Urban Outfitters, and REI locations in West Michigan. Shoppers would need to travel over 100 miles to find another tenant lineup that includes Sephora, Williams-Sonoma, Lush, Pottery Barn, Von Maur and Altar’d State.

“Completing this transaction is a key step in PREIT’s balance sheet repositioning as we move forward in executing on or plan to strengthen our portfolio of distinctive real estate through the addition of a unique mix of uses to create a more powerful business model,” said Joseph F. Coradino, PREIT Chairman and CEO.

About PREIT

PREIT (NYSE:PEI) is a publicly traded real estate investment trust (REIT) that owns and manages distinctive real estate in high barrier-to-entry markets at the forefront of enabling communities through the built environment. PREIT’s robust portfolio of carefully curated retail and lifestyle offerings mixed with destination dining and entertainment experiences are located primarily in densely-populated, high barrier-to-entry markets with tremendous opportunity to create vibrant multi-use destinations. Additional information is available at preit.com or on Twitter or LinkedIn.

Forward Looking Statements

This press release contains certain forward-looking statements that can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “project,” “intend,” “may” or similar expressions. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events, trends and other matters that are not historical facts. These forward-looking statements reflect our current expectations and assumptions regarding our business, the economy and other future events and conditions and are based on currently available financial,

PREIT / 2

 

economic and competitive data and our current business plans. Actual results could vary materially depending on risks, uncertainties and changes in circumstances that may affect our operations, markets, services, prices and other factors as discussed in the Risk Factors section of our other filings with the Securities and Exchange Commission. While we believe our assumptions are reasonable, we caution you against relying on any forward-looking statements as it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, our ability to achieve our forecasted revenue and pro forma leverage ratio and generate free cash flow to further reduce our indebtedness; our ability to manage our business through the impacts of the COVID-19 pandemic, a weakening of global economic and financial conditions, changes in governmental regulations and related compliance and litigation costs and the other factors listed in our SEC filings. Additionally, our business might be materially and adversely affected by changes in the retail and real estate industries, including consolidation and store closings, particularly among anchor tenants; current economic conditions, including the impact of the COVID-19 pandemic and the steps taken by governmental authorities and other third parties to reduce its spread, and the corresponding effects on tenant business performance, prospects, solvency and leasing decisions; our inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; our ability to maintain and increase property occupancy, sales and rental rates; increases in operating costs that cannot be passed on to tenants; the effects of online shopping and other uses of technology on our retail tenants; risks related to our development and redevelopment activities, including delays, cost overruns and our inability to reach projected occupancy or rental rates; acts of violence at malls, including our properties, or at other similar spaces, and the potential effect on traffic and sales; our ability to sell properties that we seek to dispose of or our ability to obtain prices we seek; our substantial debt and the liquidation preference of our preferred shares and our high leverage ratio and our ability to remain in compliance with our financial covenants under our debt facilities; our ability to refinance our existing indebtedness when it matures, on favorable terms or at all; our ability to raise capital, including through sales of properties or interests in properties and through the issuance of equity or equity-related securities if market conditions are favorable; and potential dilution from any capital raising transactions or other equity issuances.

Additional factors that might cause future events, achievements or results to differ materially from those expressed or implied by our forward-looking statements include those discussed herein, and in the sections entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020. We do not intend to update or revise any forward-looking statements to reflect new information, future events or otherwise.

PREIT Contact:

Heather Crowell

EVP, Strategy and Communications

heather.crowell@preit.com

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