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): June 15, 2022
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Consistent with its previously disclosed intent, on June 15, 2022, Pennsylvania Real Estate Investment Trust (the “Company”), filed an amendment to the Trust Agreement (such amendment, the “Trust Agreement Amendment”) with the Commonwealth of Pennsylvania, to effectuate a reverse share split of its common shares, par value $1.00 per share (the “Common Shares”), at a ratio of 1-for-15 (the “Reverse Share Split” and such ratio, the “Reverse Share Split Ratio”) effective as of June 16, 2022 (the “Effective Date”).
The Reverse Share Split reduces the number of outstanding Common Shares as well as the authorized Common Shares in the same proportion. As a result, as of the Effective Date, the authorized number of Common Shares has been reduced from 200,000,000 Common Shares to 13,333,333 Common Shares. The Reverse Share Split also reduces the number of Common Shares subject to outstanding equity awards on the Effective Date by the Reverse Share Split Ratio and increases the exercise price per Common Share under outstanding options by dividing such exercise price by the Reverse Split Ratio.
A copy of the Trust Agreement Amendment has been filed as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 8.01. | Other Events. |
As of the Effective Date, the new CUSIP identifier for the Common Shares is 709102800.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Amendment to Amended and Restated Trust Agreement dated December 18, 2008, as amended, dated as of June 15, 2022. | |
| 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: June 22, 2022 | By: | /s/ Lisa M. Most | ||||
| Lisa M. Most | ||||||
| Executive Vice President, Secretary and General Counsel | ||||||
Exhibit 3.1
AMENDMENT NO. 3 TO AMENDED AND RESTATED TRUST AGREEMENT DATED DECEMBER 18, 2008, AS AMENDED
OF
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Pennsylvania Real Estate Investment Trust, a business trust organized and existing under the laws of the Commonwealth of Pennsylvania (“PREIT”), hereby certifies that, pursuant to the authority conferred upon the Board of Trustees of PREIT (the “Board of Trustees”) by the Trust Agreement As Amended and Restated dated as of December 18, 2008 (the “Trust Agreement”) and in accordance with 15 Pa. C.S. Chapter 95, the Board of Trustees has duly adopted the following resolutions, which resolutions remain in full force and effect as of the date hereof:
RESOLVED, that the Trust Agreement is hereby amended by inserting the following paragraph as a new Paragraph 8.G:
“G. Common Share Reverse Share Split
Without any other action on the part of the Trust or any other person, effective immediately on June 16, 2022 (the “Effective Time”), each 15 shares of the Trust’s Common Shares issued and outstanding (the “Old Common Shares”) shall automatically, without further action on the part of the Trust or any holder of Old Common Shares, convert into one fully paid and nonassessable Common Share (the “New Common Share”). The conversion described in the foregoing sentence shall be collectively referred to herein as the “Common Share Reverse Share Split,” and such split factor of 1/15 shall be referred to as the “Common Share Reverse Split Factor.” Further, the total number of beneficial interests that are authorized pursuant to the first paragraph of Paragraph 8 shall be adjusted by multiplying the total number of authorized beneficial interests pursuant to the first paragraph of Paragraph 8 by the Common Share Reverse Split Factor. No fractional Common Shares shall be issued upon the Common Share Reverse Share Split. In lieu of any fractional shares to which a holder would otherwise be entitled, the Trust shall pay cash equal to such fraction multiplied by the closing price of a Common Share on the New York Stock Exchange on the day immediately preceding the Effective Time, then subsequently multiplying that total by 15. From and after the Effective Time, any Common Share certificates that, immediately prior to the Effective Time, represented Old Common Shares shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of New Common Shares into which such Old Common Shares have been converted in the Common Share Reverse Share Split pursuant to this Paragraph 8.G.
All restricted shares, restricted share units, performance share units and options (together, the “Equity Awards”) outstanding at the Effective Time be, and the same hereby are, adjusted as of the Effective Time as follows: the number of Common Shares that each such Equity Award entitles the holder to earn will be multiplied by the Common Share Reverse Split Factor rounded down to the nearest whole Common Share and the exercise price per Common Share under outstanding options will be divided by the Common Share Reverse Split Factor.”
IN WITNESS WHEREOF, Pennsylvania Real Estate Investment Trust has caused this Amendment to be executed and delivered on its behalf by its Chief Executive Officer and certified by its Secretary on this 15th day of June, 2022.
| PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | ||
| By: | /s/ Joseph F. Coradino | |
| Joseph F. Coradino Chief Executive Officer | ||
Certified:
| By: | /s/ Lisa M. Most | |
| Lisa M. Most Secretary |