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 4, 2025
Phillips Edison & Company, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-40594 | 27-1106076 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
11501 Northlake Drive Cincinnati, Ohio | 45249 | |
| (Address of principal executive offices) | (Zip Code) |
| (513) 554-1110 |
| (Registrant’s telephone number, including area code) |
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 | Name of each exchange | ||
| Common Stock $0.01 par value | PECO | The Nasdaq Global Select Market |
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 Material Definitive Agreement.
Bank of America Amendment
On February 4, 2025, Phillips Edison & Company, Inc. (the “Company”) and Phillips Edison Grocery Center Operating Partnership I, L.P. (the “Partnership”) entered into a first amendment (the “Bank of America Amendment”) to the Second Amended and Restated Credit Agreement, dated as of July 31, 2023, among the Partnership, as borrower, the Company, as a guarantor, the lenders party thereto and Bank of America, N.A., as administrative agent. The purpose of the Bank of America Amendment was to make certain conforming changes relating to amendments made to the Partnership’s and the Company’s credit agreement with PNC Bank, National Association.
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 February 4, 2025, the Company and the Partnership entered into a first amendment (the “KeyBank Amendment”) to the Amended and Restated Credit Agreement, dated as of July 31, 2023, among the Partnership, as borrower, the Company, as a guarantor, the lenders party thereto and KeyBank National Association, as administrative agent. The purpose of the KeyBank Amendment was to make certain conforming changes relating to amendments made to the Partnership’s and the Company’s credit agreement with PNC Bank, National Association.
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 February 4, 2025, the Company and the Partnership entered into a first amendment (the “CapOne Amendment”) to the Amended and Restated Credit Agreement, dated as of July 31, 2023, among the Partnership, as borrower, the Company, as a guarantor, the lenders party thereto and Capital One, National Association, as administrative agent. The purpose of the CapOne Amendment was to make certain conforming changes relating to amendments made to the Partnership’s and the Company’s credit agreement with PNC Bank, National Association.
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.
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 hereunto duly authorized.
| PHILLIPS EDISON & COMPANY, INC. | ||||||
| Dated: February 7, 2025 |
| By: | /s/ John P. Caulfield | |||
| John P. Caulfield | ||||||
| Chief Financial Officer, Executive Vice President and Treasurer | ||||||