PENNSYLVANIA REAL ESTATE INVESTMENT TRUST Item 1.01 - Entry into a Material Definitive Agreement
Restructuring Support Agreement
On
As of the Support Effective Date, the Consenting Lenders hold, in the aggregate,
approximately (i) 74.43933823% of the
The RSA contemplates agreed-upon terms for a financial restructuring (the
"Restructuring") of the existing debt and certain other obligations of the
Company Parties. The Restructuring is anticipated to be effected through either
(i) an out-of-court restructuring on the terms set forth in the Out-of-Court
Restructuring Term Sheet attached to the RSA (the "Out-of-Court Restructuring
Term Sheet" and the transactions contemplated thereby, the "Out-of-Court
Transactions") or, if the Company is unable to obtain the consent of 100% of the
lenders under the Credit Agreements, (ii) a prepackaged plan of reorganization
on the terms set forth in the Plan Term Sheet attached to the RSA (the "Plan
Term Sheet" and the plan of reorganization described therein, the "Plan"), a
solicitation of votes therefor (the "Solicitation"), and the commencement by the
Company of voluntary cases (the "Chapter 11 Cases") under chapter 11 of title 11
of the United States Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcy Code"), in the
In accordance with the RSA, each Consenting Lender agreed, among other things, to: (i) take all commercially reasonable actions necessary to facilitate the consummation of the Out-of-Court Transactions or Plan Transactions, as applicable, and refrain from taking any actions inconsistent therewith, and not fail or omit to take an action that is required by the RSA, applicable law, or the In-Court Definitive Documents or Out-of-Court Definitive Documents, as applicable; (ii) not object to, delay, impede, or take any other action that may reasonably be expected to interfere with the consummation of the Out-of-Court Transactions or Plan Transactions, as applicable; (iii) negotiate in good faith the In-Court Definitive Documents and Out-of-Court Definitive Documents, as applicable, and execute, deliver and
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perform thereunder to implement the Out-of-Court Transactions or Plan Transactions, as applicable; (iv) in the event the Out-of-Court Transactions are pursued, on the Closing Date (and thereafter on the terms provided in the Revolving Facility Documents), timely fund its pro rata share of the Revolving Facility (as defined in the Out-of-Court Restructuring Term Sheet); (v) in the event the Chapter 11 Cases are pursued, (A) timely vote and consent to accept the Plan; (B) support and take all reasonable actions necessary or appropriate to consummate the Exit Facility, including by exercising the Exit Facility Option (as defined in the Plan Term Sheet); (C) timely vote against any Alternative Restructuring; and (D) not solicit any Alternative Restructuring; and (vi) except as permitted in the RSA, not transfer any ownership (including any beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) held by such Consenting Lender.
In accordance with the RSA, the Company Parties agreed, among other things, to:
(i) negotiate in good faith each of the In-Court Definitive Documents and
Out-of-Court Definitive Documents, as applicable, and execute, deliver and
perform the obligations thereunder to implement the Out-of-Court Transactions or
Plan Transactions, as applicable; (ii) use commercially reasonable efforts to
obtain all required regulatory approvals for the Restructuring, if any;
(iii) not take any action that is inconsistent with or that would reasonably be
expected to prevent, interfere with, delay or impede the consummation of the
Restructuring; (iv) not take any action that is materially inconsistent with, or
that would reasonably be expected to prevent, interfere with, delay or impede,
the consummation of the Restructuring, including, to the extent the Plan
Transactions are pursued, the Solicitation and the confirmation and consummation
of the Plan; (iv) to the extent that any legal or structural impediment arises
that would prevent, hinder, or delay the consummation of the transactions
contemplated in the RSA, negotiate in good faith appropriate and reasonable
additional or alternative provisions to address any such impediment, in
consultation with the Requisite Consenting Lenders and the Requisite Consenting
Under the RSA, the Company and its directors and officers are expressly permitted to consider and accept any alternative transaction that the Company has determined in good faith (after consultation with its legal and financial advisors and the receipt of their advice) (A) can be consummated on the terms proposed, taking into account all financial, regulatory, legal, and other aspects (including certainty of closing), (B) to the extent financing is required, involves financing that is then fully committed, and (C) is on terms more favorable to the Company than the transactions contemplated by the RSA, if the failure to solicit or consummate such alternative transaction would reasonably be expected to (based on the written advice of the Company's legal advisors) constitute a breach of the Company's, the directors', and the officers' fiduciary duties under applicable law. The RSA further provides that prior to the earlier of (x) publicly announcing its intention to accept an Alternative Restructuring or (y) entering into a definitive agreement with respect to an Alternative Restructuring, the Company must terminate the RSA in accordance with the termination provisions thereunder. The RSA further provides that the Company must, to the extent practicable and consistent with the directors' and officers' fiduciary duties, give Agent Counsel not less than three business days' prior written notice before exercising such termination right in accordance with the RSA. The Company is obligated, prior to entering into a definitive agreement in respect of an Alternative Restructuring or publicly announcing its intention to do so, to provide to Agent Counsel a copy of any written offer or proposal (and notice and a description of any oral offer or proposal) for such Alternative Restructuring within two days of receipt thereof.
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The RSA contains certain milestones, including (i) commencing the solicitation
of acceptances of the Plan no later than
Item 7.01 - Regulation FD Disclosure
Disclosure Statement
On
The information contained in the Disclosure Statement and this Current Report on Form 8-K do not constitute an offer to buy, nor a solicitation of an offer to sell, any securities of the Company, nor do they constitute a solicitation of consent from any persons with respect to the transactions contemplated hereby and thereby. While the Company expects the restructuring will take place in accordance with the Plan, there can be no assurance that the Company will be successful in completing a restructuring. Holders of common shares and other security holders are urged to read the disclosure materials, including the Disclosure Statement, because they contain important information regarding the restructuring.
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The information included in this Form 8-K under Item 7.01 and Exhibits 99.1 and 99.2 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
This Current Report on Form 8-K contains forward-looking statements. In
addition, the Company's management may from time to time make oral
forward-looking statements. All statements, other than statements of historical
facts, are forward-looking statements. Forward-looking statements may be
identified by the words "believe," "expect," "anticipate," "project," "plan,"
"estimate," "may," "will," "could," "should," "seek" or "intend" and similar
expressions. Forward-looking statements reflect the Company's current
expectations and assumptions regarding its business, the economy and other
future events and conditions and are based on currently available financial,
economic and competitive data and the Company's current business plans. Actual
results could vary materially depending on risks and uncertainties that may
affect the Company's operations, markets, services, prices and other factors as
discussed in the Risk Factors section of its other filings with the
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Restructuring Support Agreement, datedOctober 7, 2020 , by and amongPennsylvania Real Estate Investment Trust and the other parties thereto. 99.1 Press Release datedOctober 14, 2020 . 99.2 Disclosure Statement Relating to the Joint Prepackaged Chapter 11 Plan of Reorganization ofPennsylvania Real Estate Investment Trust and Certain of its Direct and Indirect Subsidiaries datedOctober 8, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 10
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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: October 14, 2020 By: /s/ Lisa M. Most
Lisa M. Most
Executive Vice President, Secretary
and General Counsel
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