Form 8-K - Current report

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): January 23, 2025

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On January 23, 2025, Getty Realty Corp. (the “Company”) entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent (the “Agent”), and the lenders (the “Lenders”) and other agents party thereto, which amends and restates in its entirety the Second Amended and Restated Credit Agreement dated as of October 27, 2021 by and among the Company, the Agent, the Lenders and the other agents party thereto.

The Credit Agreement provides for a revolving credit facility (the “Credit Facility”) in an aggregate principal amount of $450.0 million and includes an accordion feature to increase the revolving commitments or add one or more tranches of term loans up to an additional aggregate amount not to exceed $300.0 million, subject to certain conditions, including one or more new or existing lenders agreeing to provide commitments for such increased amount and that no default or event of default shall have occurred and be continuing under the terms of the Credit Facility.

The Credit Facility matures January 23, 2029, subject to two six-month extensions (for a total of 12 months) exercisable at the Company's option. The Company's exercise of an extension option is subject to the absence of any default under the Credit Agreement and the Company's compliance with certain conditions, including the payment of extension fees to the Lenders under the Credit Facility and that no default or event of default shall have occurred and be continuing under the terms of the Credit Facility.

The Credit Agreement permits borrowings under the Credit Facility at an interest rate equal to (i) the sum of a SOFR rate plus a SOFR adjustment of 0.10% plus a margin of 1.30% to 1.90%, or (ii) the sum of a base rate plus a margin of 0.30% to 0.90%, based on the Company's consolidated total indebtedness to total asset value ratio at the end of each quarterly reporting period.

The per annum rate of the unused line fee on the undrawn funds under the Credit Facility is 0.15% to 0.25% based on the Company’s daily unused portion of the available Credit Facility.

The Credit Agreement contains customary financial covenants, including covenants with respect to total leverage, secured leverage and unsecured leverage ratios, fixed charge and interest coverage ratios, and minimum tangible net worth, as well as limitations on restricted payments, which may limit the Company’s ability to incur additional debt or pay dividends. The Credit Agreement contains customary events of default, including cross default provisions with respect to the Company’s existing senior unsecured note purchase agreements (the “Note Purchase Agreements”). Any event of default, if not cured or waived in a timely manner, could result in the acceleration of the Company’s indebtedness under the Credit Agreement and could also give rise to an event of default and the acceleration of the Company’s indebtedness under the Note Purchase Agreements.

As part of the transaction, the Company used borrowings under the Credit Facility to repay its $150 million senior unsecured term loan that was to mature in October 2025. This amount, which will remain drawn on the Credit Facility, will continue to be subject to interest rate swaps that fixed SOFR at 4.73% until the earlier of October 2026 or the amount is repaid.

Certain of the banks and other lenders under the Credit Agreement and their affiliates have in the past provided, and may from time to time in the future provide, commercial banking, financial advisory, investment banking and other services to the Company.

The foregoing description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Credit Agreement, which which will be filed as an Exhibit 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 January 23, 2025, the Company issued a press release announcing its entry into the Credit Agreement. The Company’s press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


Exhibit Number		Description

99.1		Press release issued by Getty Realty Corp. on January 23, 2025.

104		Cover Page Interactive Data File (embedded within the inline XBRL document)

The information contained in Item 7.01 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.

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: January 28, 2025	By:	/s/ Brian R. Dickman
		Brian R. Dickman
		Executive Vice President
		Chief Financial Officer and Treasurer

Exhibit 99.1

FOR IMMEDIATE RELEASE

GETTY REALTY CORP. ANNOUNCES EXPANDED

$450 MILLION CREDIT FACILITY

– Repays Outstanding Term Loan and Extends Maturity to 2029 –

– Company Has No Debt Maturities Until June 2028 –

NEW YORK, NY, January 23, 2025 — Getty Realty Corp. (NYSE: GTY) (“Getty” or the “Company”), a net lease REIT focused on convenience and automotive retail real estate, announced today that it has entered into a Third Amended and Restated Credit Agreement with a group of existing and new lenders that increases its senior unsecured revolving credit facility (the “Credit Facility”) to $450 million.

The Credit Facility will mature in January 2029, with Company options to extend the maturity date to January 2030, and includes an accordion option that allows the Company to request additional lender commitments not to exceed $300 million. All other material terms and conditions governing the Credit Facility remain the same.

As part of the transaction, the Company used the increased capacity provided by the Credit Facility to repay its $150 million senior unsecured term loan that was to mature in October 2025. This amount, which will remain drawn on the Credit Facility, will continue to be subject to interest rate swaps that fixed SOFR at 4.73% until the earlier of October 2026 or the amount is repaid.

"The expanded Credit Facility gives us increased capacity and enhanced flexibility as we continue to scale our platform and position our balance sheet to support our growth objectives,” said Brian Dickman, Getty’s Chief Financial Officer. “We appreciate the strong support of our bank group, including both new and existing lenders, and now have no debt maturities until June 2028.”

The Company entered into the Third Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, and BofA Securities, Inc., J.P. Morgan Chase Bank, N.A., KeyBanc Capital Markets, and Wells Fargo Securities, LLC as joint lead arrangers. Other participants include Capital One, N.A., Citizens Bank, N.A., The Huntington National Bank, TD Bank, N.A., and Truist Bank.

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 December 31, 2024, the Company’s portfolio included 1,118 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

Document and Entity Information	Jan. 23, 2025
Cover [Abstract]
Entity Registrant Name	GETTY REALTY CORP.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001052752
Document Period End Date	Jan. 23, 2025
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