GTY Getty Realty Corp

 

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): November 21, 2024

GETTY REALTY CORP.

(Exact name of Registrant as Specified in Its Charter)

Maryland	001-13777	11-3412575
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

292 Madison Avenue, 9th Floor, New York, New York	10017-6318
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 349-6000

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 (see General Instructions A.2. below):

 

☐	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 Stock		GTY		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. ☐

 

 

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Item 1.01. Entry into a Material Definitive Agreement.

On November 21, 2024, Getty Realty Corp. (the “Company”) entered into (i) an amended and restated note purchase and guarantee agreement (the “Amended and Restated New York Life Agreement”) with New York Life Insurance Company and certain of its affiliates (collectively, “New York Life”) and (ii) an amended and restated note purchase and guarantee agreement (the “Seventh Amended and Restated Prudential Agreement”) with The Prudential Insurance Company of America and certain of its affiliates (collectively, “Prudential”). Together, the Amended and Restated New York Life Agreement and the Seventh Amended and Restated Prudential Agreement are the “Note Purchase Agreements”.

Pursuant to the Amended and Restated New York Life Agreement, the Company will issue $50,000,000 of 5.52% Series R Guaranteed Senior Notes due September 12, 2029 (the “Series R Notes”) and $25,000,000 of 5.70% Series S Guaranteed Senior Notes due February 22, 2032 (the “Series S Notes”) to New York Life on February 25, 2025.

Pursuant to the Seventh Amended and Restated Prudential Agreement, the Company will issue $50,000,000 of 5.70% Series T Guaranteed Senior Notes due February 22, 2032 (the “Series T Notes”) to Prudential on February 25, 2025.

The Note Purchase Agreements contain customary financial covenants such as maximum consolidated leverage ratio, minimum fixed charge coverage ratio, minimum unencumbered interest coverage ratio, maximum secured indebtedness, minimum consolidated tangible net worth and maximum unsecured leverage ratio, as well as limitations on restricted payments, which may limit the Company’s ability to incur additional debt or pay dividends. The Note Purchase Agreements also contain customary events of default, including default under the second amended and restated credit agreement dated October 27, 2021 between the Company and a group of banks led by Bank of America, N.A. (the “Second Restated Credit Agreement”) and failure to maintain REIT status. Any event of default, if not cured or waived, could result in the acceleration of the Company’s indebtedness under the Note Purchase Agreements and could also give rise to an event of default under, and result in the acceleration of the Company’s obligations under, the Second Restated Credit Agreement.

The Company will use the net proceeds from the issuance of the Series R Notes, Series S Notes and Series T Notes to repay in full its $50,000,000 4.75% Series C Notes due February 25, 2025 and for general corporate purposes, including to fund investment activity.

The foregoing descriptions of the Note Purchase Agreements do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of such documents, copies of which will be filed as Exhibits to the Company’s Annual Report on Form 10-K for the year ending December 31, 2024.

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 above is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On November 25, 2024, the Company issued a press release announcing its entry into the Note Purchase Agreements. The Company’s press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01.

 

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit Number		Description
99.1		Press release issued by Getty Realty Corp. on November 25, 2024.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

 

The information contained in Item 2.02 and Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

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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 thereunto duly authorized.

 

		GETTY REALTY CORP.
Date: November 25, 2024		By:	/s/ Brian R. Dickman
			Brian R. Dickman
			Executive Vice President
			Chief Financial Officer and Treasurer

 

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FOR IMMEDIATE RELEASE

GETTY REALTY CORP. CLOSES $125 MILLION

PRIVATE PLACEMENT OF SENIOR UNSECURED NOTES

NEW YORK, NY, November 25, 2024 — Getty Realty Corp. (NYSE: GTY) (“Getty” or the “Company”) announced today the closing of its previously disclosed private placement of $125 million of senior unsecured notes, including (i) $50 million of notes priced at a fixed rate of 5.52% and maturing September 12, 2029 and (ii) $75 million of notes priced at a fixed rate of 5.70% and maturing February 22, 2032.

The senior unsecured notes will fund on February 25, 2025 and proceeds will be used to repay in full the Company’s $50 million 4.75% Series C senior unsecured notes due February 25, 2025 and for general corporate purposes, including to fund investment activity.

The senior unsecured notes were issued in a private placement with affiliates of New York Life Insurance Company (“New York Life”) and The Prudential Insurance Company of America (“Prudential”) under substantially similar terms and conditions as the Company’s existing senior unsecured notes.

“This financing addresses our upcoming unsecured notes maturity in February 2025 and provides us with additional growth capital to accretively fund our investment pipeline,” said Brian Dickman, Getty’s Chief Financial Officer. “We appreciate our relationships with New York Life and Prudential and their support as we continue to expand our platform.”

The senior unsecured notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Act”) or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act and applicable state securities laws.

This press release is for informational purposes only, does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Getty Realty Corp.

Getty Realty Corp. is a publicly traded, net lease REIT specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. As of September 30, 2024, the Company’s portfolio included 1,108 freestanding properties located in 42 states across the United States and Washington, D.C.

 

 

Contacts:		Brian Dickman		Investor Relations
		Chief Financial Officer		(646) 349-0598
		(646) 349-6000		ir@gettyrealty.com

 

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v3.24.3

Document and Entity Information	Nov. 21, 2024
Cover [Abstract]
Entity Registrant Name	GETTY REALTY CORP.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001052752
Document Period End Date	Nov. 21, 2024
Entity Emerging Growth Company	false
Entity File Number	001-13777
Entity Incorporation State Country Code	MD
Entity Tax Identification Number	11-3412575
Entity Address, Address Line One	292 Madison Avenue
Entity Address, Address Line Two	9th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017-6318
City Area Code	(646)
Local Phone Number	349-6000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock
Trading Symbol	GTY
Security Exchange Name	NYSE

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