Item 5. Other Information
ITEM 5. OTHER INFORMATION
The information set forth below is included herein for the purposes of providing disclosure required under “Item 1.01. Entry into a Material Definitive Agreement.” and “Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.” of Form 8-K .
On July 31, 2023, the Company, the Operating Partnership, Bank of America, N.A., as Administrative Agent, Mizuho Bank, Ltd. and Wells Fargo Bank, National Association, as Co-Syndication Agents, and the other lenders party thereto, entered into an amended and restated credit agreement for $158.0 million of unsecured term loans (the “Amended and Restated BofA Facility”), a copy of which is filed as Exhibit 10.1 and is incorporated herein by reference. The Amended and Restated BofA Facility matures on January 31, 2027. The Amended and Restated BofA Facility amended and restated in its entirety that certain Amended and Restated Credit Agreement, dated as of November 16, 2018, among the Operating Partnership, as borrower, the Company, as a guarantor, Bank of America, N.A., as administrative agent, and the lenders party thereto. Under the terms of the Amended and Restated BofA Facility, the Operating Partnership may, from time to time, subject to certain limitations and conditions, request an increase in the term loan commitments, new revolving credit commitments and/or a new term loan.
Additionally on July 31, 2023, the Company, the Operating Partnership, Capital One, National Association, as Administrative Agent, Regions Bank and U.S. Bank National Association, as Co-Syndication Agents, and the other lenders party thereto, entered into an amended and restated credit agreement for $161.75 million of unsecured term loans (the “Amended and Restated CapOne Facility”), a copy of which is filed as Exhibit 10.2 and is incorporated herein by reference. The Amended and Restated CapOne Facility matures on January 31, 2026, subject to two consecutive 12-month extension options. The Amended and Restated CapOne Facility amended and restated in its entirety that certain Credit Agreement, dated as of September 25, 2017, among the Operating Partnership, as borrower, the Company, as a guarantor, Capital One, National Association, as administrative agent, and the lenders party thereto. Under the terms of the Amended and Restated CapOne Facility, the Operating Partnership may, from time to time, subject to certain limitations and conditions, request an increase in the term loan commitments and/or a new term loan.
Additionally on July 31, 2023, the Company, the Operating Partnership, Key Bank National Association, as Administrative Agent, Capital One, National Association, JPMorgan Chase Bank, N.A. and PNC Bank, National Association, as Co-Syndication Agents, and the other lenders party thereto, entered into an amended and restated credit agreement for $165.0 million of unsecured term loans (the “Amended and Restated Key Facility” and, together with the Amended and Restated BofA Facility and the Amended and Restated CapOne Facility, the “Amended and Restated Loan Facilities”), a copy of which is filed as Exhibit 10.3 and is incorporated herein by reference. The Amended and Restated Key Facility matures on January 31, 2027. The Amended and Restated Key Facility amended and restated in its entirety that certain Credit Agreement, dated as of October 4, 2017, among the Operating Partnership, as borrower, the Company, as a guarantor, Key Bank National Association, as administrative agent, and the lenders party thereto. Under the terms of the Amended and Restated Key
PHILLIPS EDISON & COMPANY
JUNE 30, 2023 FORM 10-Q
37
Facility, the Operating Partnership may, from time to time, subject to certain limitations and conditions, request an increase in the term loan commitments and/or a new term loan.
The Amended and Restated Loan Facilities each have a current interest rate of Term SOFR or Daily Simple SOFR, at the Company’s option, (subject to a 10 basis point credit spread adjustment and a 0% floor) plus a margin ranging from 0.85% to 1.65% based on the debt rating of the Company at such time and require periodic payments of accrued unpaid interest only, with principal due at maturity of the loan. The Operating Partnership has the right to prepay any outstanding loans under the Amended and Restated Loan Facilities at any time. Events of Default under the Amended and Restated Loan Facilities include, without limitation, customary payment defaults, defaults on breach of covenants, and certain bankruptcy events. The Amended and Restated Loan Facilities also require adherence to certain financial covenants, including, but not limited to: (i) a maximum leverage ratio, (ii) a maximum secured leverage ratio, (iii) a minimum fixed charge coverage ratio, (iv) minimum tangible net worth, (v) a ratio of maximum unsecured indebtedness to unencumbered asset value, and (vi) a ratio of unencumbered property net operating income to interest expense on unsecured debt.
ITEM 6. EXHIBITS
Ex. Description Reference
3.1 Fifth Articles of Amendment and Restatement of Phillips Edison & Company, Inc., as amended
Form 10-Q, filed May 5, 2022, Exhibit 3.1
3.2 Fifth Amended and Restated Bylaws of Phillips Edison & Company, Inc.
Form 8-K, filed July 19, 2021, Exhibit 3.1
10.1 * Second Amended and Restated Credit Agreement, dated as of July 31, 2023, 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
10.2 * Amended and Restated Credit Agreement, dated as of July 31, 2023, 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
10.3 * Amended and Restated Credit Agreement, dated as of July 31, 2023, 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
22.1 * List of Issuers of Guaranteed Securities
31.1 * Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 * Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 * Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
32.2 * Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in exhibit 101)
*Filed herewith
PHILLIPS EDISON & COMPANY
JUNE 30, 2023 FORM 10-Q
38
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.
PHILLIPS EDISON & COMPANY, INC.
Date: August 2, 2023 By: /s/ Jeffrey S. Edison
Jeffrey S. Edison
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
Date: August 2, 2023 By: /s/ John P. Caulfield
John P. Caulfield
Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer)
PHILLIPS EDISON & COMPANY
JUNE 30, 2023 FORM 10-Q
39