Item 1.01. Entry into a Material Definitive Agreement.
Bank of America Amendment
On November 17, 2022, Phillips Edison & Company, Inc. (the "Company") and
Phillips Edison Grocery Center Operating Partnership I, L.P. (the "Partnership")
entered into a second amendment (the "Bank of America Amendment") to the Amended
and Restated Credit Agreement, dated as of November 16, 2018, among the
Partnership, as borrower, the Company, as a guarantor, the lenders party
thereto, and Bank of America, N.A., as administrative agent, as amended by the
first amendment, dated as of September 24, 2021. The purpose of the Bank of
America Amendment was to transition the benchmark rate from LIBOR to a
SOFR-based rate.
The foregoing description of the Bank of America Amendment does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Bank of America Amendment, a copy of which is filed as Exhibit 10.1 to this
Form 8-K and incorporated herein by reference.
KeyBank Amendment
On November 17, 2022, the Company and the Partnership entered into a fourth
amendment (the "KeyBank Amendment") to the existing Credit Agreement, dated as
of October 4, 2017, among the Partnership, as borrower, the Company, as a
guarantor, the lenders party thereto, and KeyBank National Association, as
administrative agent, as amended by the first amendment, dated as of
November 16, 2018, the second amendment dated as of October 4, 2019, and the
third amendment, dated as of September 24, 2021. The purpose of the KeyBank
Amendment was to transition the benchmark rate from LIBOR to a SOFR-based rate.
The foregoing description of the KeyBank Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
KeyBank Amendment, a copy of which is filed as Exhibit 10.2 to this Form 8-K and
incorporated herein by reference.
CapOne Amendment
On November 17, 2022, the Company and the Partnership entered into a fourth
amendment (the "CapOne Amendment") to the existing Credit Agreement, dated as of
September 25, 2017, among the Partnership, as borrower, the Company, as a
guarantor, the lenders party thereto, and Capital One, National Association, as
administrative agent, as amended by the first amendment, dated as of
November 16, 2018, the second amendment dated as of September 25, 2019, and the
third amendment, dated as of September 24, 2021. The purpose of the CapOne
Amendment was to transition the benchmark rate from LIBOR to a SOFR-based rate.
The foregoing description of the CapOne Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
CapOne Amendment, a copy of which is filed as Exhibit 10.3 to this Form 8-K and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No Description
10.1 Second Amendment to the 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 November 17, 2022.
10.2 Fourth Amendment to the Credit Agreement among Phillips Edison
Grocery Center Operating Partnership I, L.P., Phillips Edison &
Company, Inc., the lenders party thereto, and KeyBank National
Association., as administrative agent, dated November 17, 2022.
10.3 Fourth Amendment to the Credit Agreement among Phillips Edison
Grocery Center Operating Partnership I, L.P., Phillips Edison &
Company, Inc., the lenders party thereto, and Capital One, National
Association, as administrative agent, dated November 17, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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