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Share Name | Share Symbol | Market | Type |
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Peakstone Realty Trust | NYSE:PKST | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.095 | -0.75% | 12.525 | 12.67 | 12.36 | 12.60 | 75,657 | 18:05:13 |
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item 1.01. |
Entry into a Material Definitive Agreement.
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 8.01. |
Other Events.
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Item 9.01. |
Financial Statements and Exhibits.
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Exhibit No.
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Description
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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.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Peakstone Realty Trust
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Date: November 4, 2024
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By:
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/s/ Javier F. Bitar
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Javier F. Bitar
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Chief Financial Officer and Treasurer
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(a) |
Section 1.01 of the Existing Credit Agreement is hereby amended by adding thereto the following defined terms:
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(b) |
The definition of “2025 Term Commitment” is hereby deleted and replaced in its entirety with the following:
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(c) |
The definition of “2025 Term Loan Applicable Percentage” is hereby deleted and replaced in its entirety with the following:
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(d) |
The definition of “2026 Term Commitment” is hereby deleted and replaced in its entirety with the following:
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(e) |
The definition of “2026 Term Loan” is hereby deleted and replaced in its entirety with the following:
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(f) |
The definition of “2026 Term Loan Applicable Percentage” is hereby deleted and replaced in its entirety with the following:
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(g) |
The definition of “Applicable Rate” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by deleting the table set forth in subsection (a) thereof in its entirety and
replacing it with the following:
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Level
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Consolidated
Leverage
Ratio
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Applicable
Rate for
Revolving
Loans that
are SOFR
Loans
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Applicable
Rate for
Revolving
Loans that
are Base
Rate
Loans
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Applicable
Rate for
2025
Term
Loans and
2027
Term
Loans that
are SOFR
Loans
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Applicable
Rate for
2025
Term
Loans and
2027
Term
Loans that
are Base
Rate
Loans
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Applicable
Rate for
2026
Term
Loans that
are SOFR
Loans
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Applicable
Rate for
2026
Term
Loans that
are Base
Rate
Loans
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1
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Less than 45%
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1.65%
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.65%
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1.60%
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.60%
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1.25%
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.25%
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2
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Greater than or equal to 45% but less than 50%
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1.80%
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.80%
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1.75%
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.75%
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1.40%
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.40%
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3
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Greater than or equal to 50% but less than 55%
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1.95%
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.95%
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1.90%
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.90%
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1.55 %
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.55%
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4
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Greater than or equal to 55% but less than 60%
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2.25%
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1.25%
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2.20%
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1.20%
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1.85%
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.85%
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5
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Greater than or equal to 60%
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2.55%
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1.55%
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2.50%
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1.50%
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2.15%
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1.15%
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(h) |
The definition of “Applicable Rate” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by deleting the table set forth in subsection (b) thereof in its entirety and
replacing it with the following:
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Investment
Grade Rating
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Applicable
Rate for
Revolving
Loans that are
SOFR Loans |
Revolver
Facility Fee
Rate |
Applicable
Rate for
Revolving
Loans that
are Base
Rate Loans
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Applicable
Rate for
2025, 2026
and 2027
Term Loans
that are
SOFR
Loans
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Applicable
Rate for
2025, 2026
and 2027
Term Loans
that are
Base Rate
Loans
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Pricing Level 1
At least A- or A3
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0.825%
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.125%
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0.000%
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0.900%
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0.000%
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Pricing Level 2
At least BBB+ or Baa1
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0.875%
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.150%
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0.000%
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0.950%
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0.000%
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Pricing Level 3
At least BBB or Baa2
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1.000%
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.200%
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0.000%
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1.100%
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0.100%
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Pricing Level 4
At least BBB- or Baa3
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1.200%
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.250%
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0.200%
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1.350%
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0.350%
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Pricing Level 5
Below BBB-, Baa3 or unrated
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1.550%
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.300%
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0.550%
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1.750%
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0.750%
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(i) |
The definition of “Class” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety with the following:
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(j) |
The definition of “Commitment” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety with the following:
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(k) |
The definition of “Maturity Date” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety with the following:
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(l) |
The definition of “Revolving Commitment” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its
entirety with the following:
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(m) |
The definition of “Term Commitment” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its
entirety with the following:
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(n) |
The definition of “Term Lender” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety
with the following:
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(o) |
The definition of “Term Loan” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its entirety
with the following:
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(p) |
The definition of “Term Loan Maturity” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its
entirety with the following:
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(q) |
The definition of “Total Commitment” set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted and replaced in its
entirety with the following:
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(r) |
Section 2.01(b) of the Existing Credit Agreement is hereby deleted and replaced in its entirety with the following:
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(s) |
Section 2.09(b) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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(t) |
Section 2.11(e) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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(u) |
Section 2.19 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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(v) |
Section 5.02(g) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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(w) |
Section 5.04 of the Existing Credit Agreement is hereby amended by deleting the reference to “Section 6.01” therein and replacing it with a reference to “Section 6.02”.
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(x) |
Clause (a) of Section 6.09 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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(y) |
Clause (iii) of Section 9.02(b) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:
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(z) |
Schedule 2.01 of the Existing Credit Agreement is hereby deleted in its
entirety and replaced with Schedule 2.01 attached hereto and made a part hereof.
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(a) |
This Amendment shall have been duly executed and delivered by the Credit Parties, the Administrative Agent and Lenders constituting Majority Lenders.
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(b) |
All action on the part of the Credit Parties necessary for the valid execution, delivery and performance by the Credit Parties of this Amendment shall have been duly and effectively taken.
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(c) |
After giving effect to this Amendment, the extension of the 2027 Term Loans and the use of proceeds thereof, no Default or Event of Default shall have occurred and be continuing.
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BORROWER:
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PKST OP, L.P., a Delaware limited partnership
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By: | PEAKSTONE REALTY TRUST, | |||
a Maryland real estate investment trust, its General
Partner
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By:
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/s/ Javier F. Bitar
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Name:
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Javier F. Bitar
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Title:
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Chief Financial Officer and Treasurer
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ADMINISTRATIVE AGENT AND LENDER:
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KEYBANK NATIONAL ASSOCIATION,
individually and as Administrative Agent, Swingline
Lender and Issuing Bank |
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By: | /s/ Christopher T. Neil | ||
Name: | Christopher T. Neil | ||
Title: | Senior Banker |
LENDER:
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TRUIST BANK, f/k/a Branch Banking and
Trust Company, successor by merger to SunTrust Bank
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By: | /s/ Ryan Almond | ||
Name: | Ryan Almond | ||
Title: | Director |
LENDER:
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WELLS FARGO BANK, NATIONAL
ASSOCIATION
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By: | /s/ Cristina Johnnie | ||
Name: | Cristina Johnnie | ||
Title: | Vice President |
LENDER:
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BANK OF AMERICA, N.A.
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By: | /s/ Dennis Kwan | ||
Name: | Dennis Kwan | ||
Title: | Senior Vice President | ||
LENDER:
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FIFTH THIRD BANK, NATIONAL ASSOCIATION
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By: | /s/ Brad Boersma | ||
Name: | Brad Boersma | ||
Title: | Senior Vice President, Director II |
LENDER:
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REGIONS BANK
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By: | /s/ Katie Gifford | ||
Name: |
Katie Gifford | ||
Title: | Vice President |
GUARANTOR:
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PEAKSTONE REALTY TRUST,
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|||
a Maryland real estate investment trust
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|||
By:
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/s/ Javier F. Bitar | ||
Name:
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Javier F. Bitar | ||
Title:
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Chief Financial Officer and Treasurer | ||
GRIFFIN (DURHAM) ESSENTIAL ASSET REIT II, L.P., a Delaware limited partnership
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By:
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GRIFFIN (DURHAM) ESSENTIAL ASSET REIT II GP, LLC, a Delaware limited liability company | |
By:
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PKST OP, L.P., a Delaware limited partnership | |
By:
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PEAKSTONE REALTY TRUST, a Maryland real estate investment trust, its General Partner | |
By:
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/s/ Javier F. Bitar | ||
Name:
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Javier F. Bitar | ||
Title:
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Chief Financial Officer and Treasurer |
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GRIFFIN (GROVEPORT) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (ANDOVER) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (PARSIPPANY 14) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (HAMPTON 300) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (HAMPTON 500) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (AUBURN HILLS) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (NORTH CHARLESTON) ESSENTIAL ASSET REIT II,
LLC,
GRIFFIN (PARSIPPANY 10) ESSENTIAL ASSET REIT II, LLC
GRIFFIN (CARMEL) ESSENTIAL ASSET REIT II, LLC
THE GC NET LEASE (ALLEN PARK) INVESTORS, LLC
THE GC NET LEASE (WESTMINSTER) INVESTORS, LLC
THE GC NET LEASE (PHOENIX BEARDSLEY) INVESTORS, LLC
THE GC NET LEASE (LONE TREE) INVESTORS, LLC
THE GC NET LEASE (FORT MILL) INVESTORS, LLC,
THE GC NET LEASE (FORT MILL II) INVESTORS, LLC,
THE GC NET LEASE (LAKELAND) INVESTORS, LLC,
THE GC NET LEASE (SCOTTSDALE) INVESTORS, LLC,
THE GC NET LEASE (SCOTTSDALE II) INVESTORS, LLC,
THE GC NET LEASE (HERITAGE III) INVESTORS, LLC,
THE GC NET LEASE (CRANBERRY) INVESTORS, LLC,
THE GC NET LEASE (GREENWOOD VILLAGE) INVESTORS, LLC,
EMPORIA PARTNERS, LLC
THE GC NET LEASE (REDMOND) INVESTORS, LLC,
THE GC NET LEASE (WHIPPANY) INVESTORS, LLC,
THE GC NET LEASE (LIBERTYVILLE) INVESTORS, LLC,
THE GC NET LEASE (NASHVILLE) INVESTORS, LLC,
THE GC NET LEASE (LARGO) INVESTORS, LLC,
each a Delaware limited liability company
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By: | PKST OP, L.P., a Delaware limited partnership | |
By: |
PEAKSTONE REALTY TRUST, a Maryland
real estate investment trust, its General Partner
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By: | /s/ Javier F. Bitar | ||
Name: | Javier F. Bitar | ||
Title: | Chief Financial Officer and Treasurer |
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ARCP OFC BURLINGTON MA, LLC,
ARCP OFC PHOENIX (CENTRAL) AZ, LLC,
ARCP OFC BURLINGTON MA (PHASE 2), LLC,
VEREIT OFC LINCOLN HILL PA, LLC,
VEREIT OFC PHOENIX AZ, LLC,
CIM OFC PLATTEVILLE CO, LLC,
CIM OFC SPARKS MD, LLC,
CIM OFC MEMPHIS TN, LLC,
CIM OFC HUNT VALLEY MD, LLC,
each a Delaware limited liability company
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|
By: |
COLE CORPORATE INCOME OPERATING
PARTNERSHIP II, LP, a Delaware limited
partnership, its sole member
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By: |
GRT OP (CARDINAL NEW GP SUB), LLC, a
Delaware limited liability company, its General
Partner |
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By: |
PKST OP, L.P., a Delaware limited partnership, its
sole member
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By: |
PEAKSTONE REALTY TRUST, a
Maryland real estate investment trust, its
General Partner |
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By: | /s/ Javier F. Bitar | ||
Name: | Javier F. Bitar | ||
Title: |
Chief Financial Officer and
Treasurer
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CIM OFC SAN DIEGO CA, LP,
a Delaware limited partnership
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||
By: | CIM GP OFC San Diego CA, LLC, a Delaware limited liability company, its General Partner | |
By: | COLE CORPORATE INCOME OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, its sole member | |
By: | GRT OP (CARDINAL NEW GP SUB), LLC, a Delaware limited liability company, its General Partner | |
By: | PKST OP, L.P., a Delaware limited partnership, its sole member |
By: | PEAKSTONE REALTY TRUST, a Maryland real estate investment trust, its General Partner |
By: | /s/ Javier F. Bitar |
||
Name: | Javier F. Bitar | ||
Title: | Chief Financial Officer and Treasurer |
THE GC NET LEASE (WAKE FOREST) INVESTORS,
L.P., a Delaware limited partnership
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By: |
The GC Net Lease (Wake Forest) GP, LLC, a
Delaware limited liability company, its General
Partner |
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By: |
Cole Corporate Income Operating Partnership II,
LP, a Delaware limited partnership, its sole member
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|
By: | GRT OP (Cardinal New GP Sub), LLC, a Delaware limited liability company, its General Partner |
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By: |
PKST OP, L.P., a Delaware limited partnership, its
sole member |
|
By: |
PEAKSTONE REALTY TRUST, a
Maryland real estate investment trust, its
General Partner
|
|
By: | /s/ Javier F. Bitar |
||
Name: | Javier F. Bitar | ||
Title: |
Chief Financial Officer and Treasurer
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THE GC NET LEASE (TRIAD I) INVESTORS, L.P., a
Delaware limited partnership
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By: |
The GC Net Lease (Triad I) GP, LLC, a
Delaware limited liability company, its
General Partner
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By: |
PKST OP, L.P., a Delaware limited
partnership, its sole member
|
||
By: |
PEAKSTONE REALTY TRUST, a
Maryland real estate investment trust, its
General Partner
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||
By: |
/s/ Javier F. Bitar
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||
Name: | Javier F. Bitar | ||
Title: | Chief Financial Officer and Treasurer |
WR GRIFFIN PATTERSON, LLC
a Delaware limited liability company
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By: | PKST OP, L.P., a Delaware limited partnership | |
By: |
PEAKSTONE REALTY TRUST, a Maryland
real estate investment trust, its General Partner
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By: | /s/ Javier F. Bitar | ||
Name: | Javier F. Bitar | ||
Title: | Chief Financial Officer and Treasurer |
ARCP ID BELLEVUE OH, LLC,
each a Delaware limited liability company
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||
By: |
COLE CORPORATE INCOME OPERATING
PARTNERSHIP II, LP, a Delaware limited
partnership, its sole member
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|
By: |
GRT OP (CARDINAL NEW GP SUB), LLC, a
Delaware limited liability company, its General
Partner
|
|
By: |
PKST OP, L.P., a Delaware limited partnership, its
sole member
|
|
By: |
PEAKSTONE REALTY TRUST, a
Maryland real estate investment trust, its
General Partner
|
By: | /s/ Javier F. Bitar | ||
Name: | Javier F. Bitar | ||
Title: |
Chief Financial Officer and
Treasurer
|
Document and Entity Information |
Oct. 31, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Oct. 31, 2024 |
Entity File Number | 001-41686 |
Entity Registrant Name | Peakstone Realty Trust |
Entity Central Index Key | 0001600626 |
Entity Incorporation, State or Country Code | MD |
Entity Tax Identification Number | 46-4654479 |
Entity Address, Address Line One | 1520 E. Grand Avenue |
Entity Address, City or Town | El Segundo |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 90245 |
City Area Code | 310 |
Local Phone Number | 606-3200 |
Title of 12(b) Security | Common shares, $0.001 par value per share |
Trading Symbol | PKST |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
1 Year Peakstone Realty Chart |
1 Month Peakstone Realty Chart |
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