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): September 25,
2009
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Getty
Realty Corp.
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(Exact
name of registrant as specified in charter)
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Maryland
(State
of
Organization)
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001-13777
(Commission
File
Number)
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11-3412575
(IRS
Employer
Identification
No.)
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| 125
Jericho Turnpike, Suite 103 |
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| Jericho,
New York |
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11753 |
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of principal executive offices) |
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(Zip
Code) |
Registrant’s
Telephone Number, including area code: (516) 478-5400
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive
Agreement.
The
information disclosed under Item 2.01 of this Current Report on Form 8-K (the
“Form 8-K”) is incorporated herein by reference.
Item
2.01 Completion of Acquisition or
Disposition of Assets.
On Friday,
September 25, 2009, GTY MD Leasing, Inc. (“MD Leasing”), a wholly-owned
subsidiary of Getty Realty Corp. (the “Company”), acquired 36 Exxon-branded
gasoline stations and convenience store properties (the “Properties”) for $49.0
million in a sale/leaseback transaction with White Oak Petroleum LLC (“White
Oak”). MD Leasing and the Company financed this transaction with
$24.5 million of borrowings under the Company’s existing $175.0 million credit
facility and $24.5 million of indebtedness under a new $25.0 million term loan
agreement with TD Bank. N.A. as described below in Item 2.03.
The
Properties were acquired by MD Leasing in a simultaneous closing of two separate
but interconnected transactions, one involving ExxonMobil Corporation
(“ExxonMobil”) and White Oak, and the other involving White Oak and MD Leasing.
In the dual closing, White Oak acquired the Properties from ExxonMobil and then
sold them to, and simultaneously leased them back from, MD
Leasing. The lease between MD Leasing, as lessor, and White Oak, as
lessee, governing the properties is a unitary triple net lease agreement (the
“Unitary Lease”), with an initial term of 20 years, and options for up to three
successive renewal terms of 10 years each. The Unitary Lease requires
White Oak to pay a fixed annual rent for the Properties (the “Rent”) of
$5,635,000 in monthly installments of $469,583 each that are due and payable in
advance on the first business day of each month. Commencing on the
first anniversary of the date of the Unitary Lease and on every anniversary
thereafter, the Rent will be increased by two and one half percent (2.5%) of the
Rent payable for the immediately preceding year. As a triple net
lessee, White Oak is also required to pay amounts relating to taxes,
assessments, licenses and permit fees, charges for public utilities and all
governmental charges pertaining to the Properties, all as described in the
Unitary Lease.
A copy of
the Unitary Lease is attached to the Form 8-K as Exhibit 10. 1 and is
incorporated by reference as though it was fully set forth
herein. The foregoing summary of the Unitary Lease is not intended to
be complete and is qualified in its entirety by the complete text of the Unitary
Lease.
Item
2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information disclosed under Item 2.01 of the Form 8-K is incorporated herein by
reference.
On
September 25, 2009, the Company and two of its wholly-owned subsidiaries (Getty
Properties Corp. and MD Leasing) entered into a $25.0 million term loan
agreement (the “Loan Agreement”) with TD Bank, N.A.. The Company
borrowed $24.5 million under the term loan to finance a portion of the purchase
price of the Properties. The term loan is payable in thirty-six (36) equal and
consecutive monthly installments of principal of $65,000 each. The
final installment of all unpaid principal and all accrued and unpaid interest
outstanding is due on September 25, 2012. The unpaid principal
balance of the term loan bears a variable interest rate based upon the greater
of three and one half percent (3.5 %) or an amount based upon the London
Interbank Offered Rate plus a margin of three and one tenth percent (3.1%), as
described in the Loan Agreement. Upon the occurrence of an event of
default, as described in the Loan Agreement, the per annum rate of interest on
all outstanding principal under the term loan will be increased by three hundred
(300) basis points. As of the date of the Form 8-K, the current
interest rate for borrowings under the term loan is three and one half percent
(3.5%).
The Loan
Agreement contains customary terms and conditions, including financial covenants
of the Company regarding its total liabilities to asset value, total secured
indebtedness to total asset value, fixed charge coverage ratio, tangible net
worth, total unsecured indebtedness to unencumbered asset value, unsecured debt
service coverage ratio, unencumbered asset value, and unencumbered asset value
of a single asset, and other customary covenants, including limitations on the
Company’s ability to incur debt, enter into liens, engage in certain fundamental
changes, pay dividends and modify the Unitary Lease.
A copy of
the Loan Agreement is attached to the Form 8-K as Exhibit 10. 2 and is
incorporated by reference as though it were fully set forth
herein. The foregoing summary of the Loan Agreement is not intended
to be complete and is qualified in its entirety by the complete text of the Loan
Agreement.
Item
9.01. Financial Statements and Exhibits.
It is
impracticable to provide the required pro forma financial information
showing the impact on the Company’s historical financial statements
of the acquired Properties described in Item 2.01 above at the time of this
filing and no such financial information is available at this
time. The Company hereby confirms that it intends to file the
required financial information on or before 71 days after the date the Form 8-K
must be filed.
(d) Exhibits
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10.1
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Unitary
Net Lease Agreement between GTY MD Leasing, Inc., a Delaware corporation
and White Oak Petroleum, LLC, a Delaware limited liability company dated
September 25, 2009.
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10.2
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Loan
Agreement among GTY MD Leasing, Inc., a Delaware corporation, Getty
Properties Corp., a Delaware corporation, Getty Realty Corp., a Maryland
corporation, and TD Bank, N.A., a National Banking Association, dated
September 25, 2009.
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Forward-Looking
Statements
The Form
8-K contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act of 1934, as amended (the
“Exchange Act”). These statements are subject to known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. You
should understand that these statements are not guarantees of performance or
results and are preliminary in nature. Statements preceded by, followed by or
that otherwise include the words “believes”, “expects”, “anticipates”,
“intends”, “projects”, “estimates”, “plans”, “may increase”, “may result”, “will
result”, “may fluctuate” and similar expressions or future or conditional verbs
such as “will”, “should”, “would”, “may” and “could” are generally
forward-looking in nature and not historical facts.
You should
consider the areas of risk described under the heading “Cautionary Note
Regarding Forward-Looking Statements” and “Risk Factors” in our periodic reports
filed with the Securities and Exchange Commission under the Exchange Act in
connection with any forward-looking statements that may be made by us and our
businesses generally. Except for our ongoing obligations to disclose material
information under the federal securities laws, we undertake no obligation to
release publicly any updates or revisions to any forward-looking statements, to
report events or to report the occurrence of unanticipated events unless
required by law.
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 hereunto
duly authorized.
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GETTY
REALTY CORP.
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Date:
October 1, 2009
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By:
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/s/ Thomas J.
Stirnweis
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Thomas
J. Stirnweis
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Vice
President, Treasurer and
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Chief
Financial Officer
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