Item 1.01 Entry into a Material Definitive Agreement.
On September 24, 2021, Phillips Edison & Company, Inc. (the "Company") and
Phillips Edison Grocery Center Operating Partnership I, L.P. (the "Operating
Partnership") entered into (i) the First Amendment to Amended and Restated
Credit Agreement among the Operating Partnership, the Company, the lenders party
thereto and Bank of America, N.A., as administrative agent; (ii) the Third
Amendment to Credit Agreement, by and among the Operating Partnership, the
Company, the lenders party thereto and Capital One, National Association, as
administrative agent; and (iii) the Third Amendment to Credit Agreement, by and
among the Operating Partnership, the Company, the lenders party thereto and
KeyBank National Association, as administrative agent (collectively, the "Term
Loan Amendments"). The Term Loan Amendments conform certain provisions to those
contained in the Credit Agreement among the Operating Partnership, the Company,
the lenders party thereto, and PNC Bank, National Association as administrative
agent, dated July 2, 2021.
The foregoing description of the Term Loan Amendments does not purport to be
complete and is qualified in its entirety by reference to the Term Loan
Amendments filed as Exhibits 10.1, 10.2 and 10.3 to this Form 8-K and
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Form 8-K is incorporated by
reference herein.
Item 7.01 Regulation FD Disclosure.
On September 28, 2021, the Board of Directors of the Company unanimously
approved distributions for October 2021 to its stockholders of record at the
close of business on October 15, 2021 equal to a monthly amount of $0.09 per
share of the Company's common stock and Class B common stock. The Company's
October 2021 distribution is expected to be made on or around November 1, 2021.
On September 28, 2021, the Company issued a press release announcing an increase
in the monthly distribution and the October 2021 distribution. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished to
the Securities and Exchange Commission ("SEC"), and shall not be deemed to be
"filed" with the SEC for any purpose, including for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section and shall not be deemed to be incorporated by
reference into any other filing with the SEC except as expressly set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
First Amendment to Amended and Restated Credit Agreement among
Phillips Edison Grocery Center Operating Partnership I, L.P.,
Phillips Edison & Company, Inc., the lenders party thereto and Bank
of America, N.A., as administrative agent, dated September 24,
10.1 2021.
Third Amendment to Credit Agreement, by and among Phillips Edison
Grocery Center Operating Partnership I, L.P., Phillips Edison &
Company, Inc., the lenders party thereto and Capital One, National
10.2 Association, as administrative agent, dated September 24, 2021.
Third Amendment to Credit Agreement, by and among Phillips Edison
Grocery Center Operating Partnership I, L.P., Phillips Edison &
Company, Inc., the lenders party thereto and KeyBank National
10.3 Association, as administrative agent, dated September 24, 2021.
99.1 Press release dated September 28, 2021.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses