Peakstone Realty Trust Files 8-K: Agreements, Personnel Changes

TL;DR

Peakstone Realty Trust filed an 8-K detailing new financial obligations and executive/director changes.

AI Summary

On October 31, 2024, Peakstone Realty Trust entered into a material definitive agreement related to a direct financial obligation. The company also announced the departure of directors or certain officers, the election of new directors, and the appointment of certain officers, along with compensatory arrangements. The filing also includes other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions at Peakstone Realty Trust, including new financial obligations and changes in leadership, which could impact its operational strategy and financial performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in corporate governance, which can introduce operational and financial risks.

Key Players & Entities

• Peakstone Realty Trust (company) — Registrant
• October 31, 2024 (date) — Date of earliest event reported
• 001-41686 (other) — Commission File Number

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common shares, $0.001 par value per share PKST New York S
• $175.0 million — ides, among other things, for (a) a new $175.0 million senior unsecured term loan (the "New 20
• $300,000 — ovides for (i) an annual base salary of $300,000, (ii) the opportunity to earn (x) an an
• $20,000 — award having a grant date fair value of $20,000, which will vest on January 2, 2025, su
• $49,604,000 — ortgage loan in the principal amount of $49,604,000 (the "Florida Mortgage Loan") from Prin
• $37,722,000 — ortgage loan in the principal amount of $37,722,000 (the "Georgia Mortgage Loan") from Prin
• $23,000,000 — ortgage loan in the principal amount of $23,000,000 (the "Illinois Mortgage Loan") from GSF

Filing Documents

• ef20038084_8k.htm (8-K) — 39KB
• ef20038084_ex10-1.htm (EX-10.1) — 184KB
• 0001140361-24-045132.txt ( ) — 380KB
• pkst-20241031.xsd (EX-101.SCH) — 4KB
• pkst-20241031_lab.xml (EX-101.LAB) — 21KB
• pkst-20241031_pre.xml (EX-101.PRE) — 16KB
• ef20038084_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. The information included, or incorporated by reference, in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this

01 of this Current Report on Form 8-K

Item 1.01 of this Current Report on Form 8-K.

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On October 31, 2024, Peakstone Realty Trust's (the "Company's") operating partnership, PKST OP, L.P. (the "Operating Partnership"), as "Borrower", KeyBank National Association, as administrative agent and the lending institutions which are party thereto, entered into that certain Ninth Amendment to Second Amended and Restated Credit Agreement (the "Ninth Amendment"), which amends the Operating Partnership's existing Second Amended and Restated Credit Agreement, dated as of April 30, 2019 (as previously amended, the "Credit Agreement", and as amended by the Ninth Amendment, the "Amended Credit Agreement"). The Company and certain of its subsidiaries guarantee the obligations of the Operating Partnership under the Amended Credit Agreement. Capitalized terms used in this Item 2.03 but not defined herein have the meaning given to them in the Amended Credit Agreement. The Ninth Amendment provides, among other things, for (a) a new $175.0 million senior unsecured term loan (the "New 2027 Term Loan") maturing three years after the closing date of the Ninth Amendment (the "Ninth Amendment Closing Date"), and (b) certain other terms and modifications to the Credit Agreement. The New 2027 Term Loan has an initial term of three years from the Ninth Amendment Closing Date, maturing on October 31, 2027, subject to one, one-year extension option. Payments under the New 2027 Term Loan are interest only and are due on the first business day of each quarter. Amounts borrowed under the New 2027 Term Loan may not be repaid and reborrowed. The interest rate with respect to the New 2027 Term Loan can be based on either SOFR or Base Rate at the Operating Partnership's election. The Operating Partnership has currently elected SOFR. As of the Ninth Amendment Closing Date, the interest rate for the New 2027 Term Loan is SOFR + 1.75%. The interest rate for any po

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 4, 2024, the Company appointed Cindy (Qiyan) Mai as the Company's Chief Accounting Officer. In this role, Ms. Mai will act as the principal accounting officer of the Company. Before joining the Company, Ms. Mai, age 42, served as Chief Accounting Officer at Veris Residential, Inc. from April 2023 to August 2024 and as its Corporate Controller from December 2022 to March 2023. Prior to that, Ms. Mai served as a senior director in the Global Finance Team of CBRE Group, Inc. from January to December 2022. Previously, Ms. Mai spent 14 years with PricewaterhouseCoopers, most recently as a director from April 2019 to January 2022. Ms. Mai earned her M.B.A. in Finance from Fordham University's Gabelli School of Business and her Bachelor of Economics and Bachelor of Science in Mathematics and Applied Mathematics from Sun Yat-sen University. Ms. Mai is a Certified Public Accountant and a Chartered Financial Analyst. In connection with Ms. Mai's appointment, the Company has entered into an offer letter with Ms. Mai (the "Offer Letter") pursuant to which Ms. Mai will serve as the Chief Accounting Officer of the Company. The Offer Letter provides for (i) an annual base salary of $300,000, (ii) the opportunity to earn (x) an annual cash bonus and (y) an annual equity award, in each case, targeted at up to 50% of Ms. Mai's annual base salary, based on the achievement of applicable performance targets as determined by the Company in its sole discretion, and (iii) a relocation equity award having a grant date fair value of $20,000, which will vest on January 2, 2025, agr

01

Item 8.01. Other Events. Secured Debt On November 1, 2024, one of the Company's subsidiaries, The GC Net Lease (Jacksonville) Investors, LLC ("Florida Borrower"), obtained a mortgage loan in the principal amount of $49,604,000 (the "Florida Mortgage Loan") from Principal Life Insurance Company ("Principal Lender"). The Florida Mortgage Loan incurs interest at a fixed rate of 5.48% per annum, has a 7.5-year term (maturity date is May 6, 2032) and provides for monthly payments of interest only. The Florida Mortgage Loan is secured by, among other things, Florida Borrower's interest in real property located at 10480 Yaeger Road, Jacksonville, Florida. In connection with the Florida Mortgage Loan, the Operating Partnership provided an environmental indemnity and guaranty of certain non-recourse carve-out liabilities to Principal Lender. On November 1, 2024, one of the Company's subsidiaries, The GC Net Lease (Savannah) Investors, LLC ("Georgia Borrower"), obtained a mortgage loan in the principal amount of $37,722,000 (the "Georgia Mortgage Loan") from Principal Lender. The Georgia Mortgage Loan incurs interest at a fixed rate of 5.31% per annum, has a 5-year term (maturity date is November 6, 2029) and provides for monthly payments of interest only. The Georgia Mortgage Loan is secured by, among other things, Georgia Borrower's leasehold interest in real property located at 445 Northport Parkway, Port Wentworth, Georgia. In connection with the Georgia Mortgage Loan, the Operating Partnership provided an environmental indemnity and guaranty of certain non-recourse carve-out liabilities to Principal Lender. On November 4, 2024, one of the Company's subsidiaries, The GC Net Lease (Arlington Heights) Investors, LLC (the "Illinois Borrower"), obtained a mortgage loan in the principal amount of $23,000,000 (the "Illinois Mortgage Loan") from GSF 2023-1, LLC (the "GS Lender"). The Illinois Mortgage Loan incurs interest at a fixed rate of 6.51% per annum, has a 5-year t

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Ninth Amendment to Second Amended and Restated Credit Agreement, dated as of October 31, 2024, by and among PKST OP, L.P., the lending institutions party thereto as lenders and KeyBank National Association, as administrative agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Signature(s) 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. Peakstone Realty Trust Date: November 4, 2024 By: /s/ Javier F. Bitar Javier F. Bitar Chief Financial Officer and Treasurer

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View this 8-K filing on SEC EDGAR