Getty Realty Corp. Enters Material Definitive Agreement

TL;DR

Getty Realty Corp. signed a big deal, new financial obligations incoming.

AI Summary

Getty Realty Corp. entered into a material definitive agreement on November 21, 2024. The filing indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. Further details regarding the specific agreement and its financial implications are not fully disclosed in the provided text, but it is classified as a Regulation FD Disclosure.

Why It Matters

This filing signals a significant new financial commitment or arrangement for Getty Realty Corp., which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and potential new financial obligations, which inherently carry risk until more details are known.

Key Players & Entities

• Getty Realty Corp. (company) — Registrant
• November 21, 2024 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of Incorporation
• 292 Madison Avenue, 9th Floor, New York, New York 10017-6318 (address) — Principal Executive Offices
• (646) 349-6000 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $50,000,000 — Life Agreement, the Company will issue $50,000,000 of 5.52% Series R Guaranteed Senior Not
• $25,000,000 — ber 12, 2029 (the "Series R Notes") and $25,000,000 of 5.70% Series S Guaranteed Senior Not

Filing Documents

• gty-20241121.htm (8-K) — 55KB
• gty-ex99_1.htm (EX-99.1) — 12KB
• 0000950170-24-130591.txt ( ) — 189KB
• gty-20241121.xsd (EX-101.SCH) — 30KB
• gty-20241121_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 21, 2024, Getty Realty Corp. (the "Company") entered into (i) an amended and restated note purchase and guarantee agreement (the "Amended and Restated New York Life Agreement") with New York Life Insurance Company and certain of its affiliates (collectively, "New York Life") and (ii) an amended and restated note purchase and guarantee agreement (the "Seventh Amended and Restated Prudential Agreement") with The Prudential Insurance Company of America and certain of its affiliates (collectively, "Prudential"). Together, the Amended and Restated New York Life Agreement and the Seventh Amended and Restated Prudential Agreement are the "Note Purchase Agreements". Pursuant to the Amended and Restated New York Life Agreement, the Company will issue $50,000,000 of 5.52% Series R Guaranteed Senior Notes due September 12, 2029 (the "Series R Notes") and $25,000,000 of 5.70% Series S Guaranteed Senior Notes due February 22, 2032 (the "Series S Notes") to New York Life on February 25, 2025. Pursuant to the Seventh Amended and Restated Prudential Agreement, the Company will issue $50,000,000 of 5.70% Series T Guaranteed Senior Notes due February 22, 2032 (the "Series T Notes") to Prudential on February 25, 2025. The Note Purchase Agreements contain customary financial covenants such as maximum consolidated leverage ratio, minimum fixed charge coverage ratio, minimum unencumbered interest coverage ratio, maximum secured indebtedness, minimum consolidated tangible net worth and maximum unsecured leverage ratio, as well as limitations on restricted payments, which may limit the Company's ability to incur additional debt or pay dividends. The Note Purchase Agreements also contain customary events of default, including default under the second amended and restated credit agreement dated October 27, 2021 between the Company and a group of banks led by Bank of America, N.A. (the "Second Restated Credit Agreement

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 25, 2024, the Company issued a press release announcing its entry into the Note Purchase Agreements. The Company's press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 99.1 Press release issued by Getty Realty Corp. on November 25, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document) The information contained in Item 2.02 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

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: November 25, 2024 By: /s/ Brian R. Dickman Brian R. Dickman Executive Vice President Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR