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): December 1214, 2023

Pennsylvania Real Estate Investment Trust

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania

001-6300

23-6216339

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission
File Number)

(IRS Employer
Identification No.)

One Commerce Square

2005 Market Street, Suite 1000

Philadelphia, Pennsylvania

19103

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (215) 875-0700

(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:

☐	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: None*


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Shares of Beneficial Interest, par value $1.00 per share	PRET	*
Series B Preferred Shares, par value $0.01 per share	PRETL	*
Series C Preferred Shares, par value $0.01 per share	PRETM	*
Series D Preferred Shares, par value $0.01 per share	PRETN	*

*	Pennsylvania Real Estate Investment Trust’s securities began trading exclusively on the over-the-counter market on December 16, 2022 under the symbols, PRET, PRETL, PRETM, and PRETN.

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 1.0301 ~~Bankruptcy~~Entry orinto ~~Receivership~~a Material Definitive Agreement.

AsOn ~~previously disclosed, on~~ December 1014, 2023, ~~(the~~PR ~~“Petition~~Cherry ~~Date”)~~Hill STW LLC and Cherry Hill Center, LLC, both of which are subsidiaries of Pennsylvania Real Estate Investment Trust (the “~~Company~~Trust”) that own Cherry Hill Mall (the “Borrowers”), PREIT Associates, L.P., which is the guarantor under the Notes (as defined below) and ~~certain~~New ofYork ~~its~~Life ~~direct~~Insurance Company and ~~indirect~~Teachers ~~subsidiaries~~Insurance ~~(collectively~~and Annuity Association of America, which are the lenders under the loans that are evidenced by the Notes (the “~~Debtors~~Lenders”), ~~commenced~~entered ~~their~~into ~~respective~~a ~~voluntary~~Loan ~~chapter~~Extension, 11Modification ~~cases~~and Commitment to Restate Agreement (the “~~Chapter~~Extension, 11Modification ~~Cases~~and Commitment to Restate Agreement”) in ~~the~~connection ~~United~~to ~~States~~that ~~Bankruptcy~~certain ~~Court~~(i) ~~for~~$150.0 million ~~the~~promissory ~~District~~note with New York Life Insurance Company dated August 15, 2012, and (ii) $150.0 million promissory note with Teachers Insurance and Annuity Association of ~~Delaware~~America dated August 15, 2012 (~~the~~each individually, a “~~Bankruptcy~~Note” ~~Court~~and together, the “Notes”). ~~For~~The ~~procedural~~Extension, ~~purposes~~Modification ~~only,~~and Commitment to Restate Agreement extended the ~~Debtors~~maturity ~~are~~date ~~jointly~~of ~~administering~~the Notes to February 15, 2024. To satisfy the ~~Chapter~~conditions 11precedent ~~Cases~~of ~~under~~the Extension, Modification and Commitment to Restate Agreement and effectuate the ~~caption~~extension ~~“In~~of rethe ~~Pennsylvania~~Maturity ~~Real~~Date ~~Estate~~of ~~Investment~~the ~~Trust~~Notes, etthe alBorrowers paid an extension fee to the Lenders calculated by multiplying 0.35% by the outstanding principal balance of each Note and paid certain expenses incurred by the Lenders in connection with the Extension,” ~~Case~~Modification Noand Commitment to Restate Agreement, among other terms and conditions. ~~23-11974~~ ~~(KBO)~~Additionally, the Borrowers are party to certain other agreements that were amended in accordance with the Extension, Modification and Commitment to Restate Agreement.

The ~~Debtors~~Extension, ~~continue~~Modification and Commitment to ~~operate~~Restate ~~their~~Agreement ~~businesses~~also ~~and~~provided ~~manage~~for ~~their~~a ~~properties~~commitment asto ~~“debtors~~restate inthe ~~possession”~~loans ~~under~~that are evidenced by the ~~jurisdiction~~Notes pursuant to an amendment and restatement of each Note, effective as of February 15, 2024, on the ~~Bankruptcy~~same ~~Court~~terms ~~and~~as ineach ~~accordance~~existing ~~with~~Note, except as follows: (i) the ~~applicable~~maturity ~~provisions~~date ofwill be the ~~Bankruptcy~~earlier ~~Code~~of (a) February 15, 2025 and ~~orders~~(b) the ofinitial Failed Milestone Date, if any; (ii) the ~~Bankruptcy~~interest ~~Court.~~rate Towill ~~ensure~~be a rate that is the ~~Debtors’~~greater ~~ability~~of to(a) a ~~continue~~fixed ~~operating~~rate equivalent to 2.75% in excess of the ~~ordinary~~then ~~course~~2-Year US Treasury Rate and (b) 7.25% per annum; (iii) each Note will require a monthly payment of ~~business~~principal and ~~minimize~~interest based upon the ~~effect~~new interest rate, an assumed principal balance of ~~the~~$114,453,252.00 ~~Chapter~~and 11a ~~Cases~~continuation onof the ~~Debtors’~~existing ~~customers~~30 year amortization schedule; and (iv) there will be successive extension options thereafter to February 15, ~~vendors~~2026, ~~tenants~~August 15, 2026, February 15, 2027 and ~~employees~~August 15, 2027, each extension subject to the ~~Debtors~~terms ~~filed~~and conditions set forth under the Extension, Modification and Commitment to Restate Agreement (the “Commitment”). The Lenders’ obligations under the Commitment are subject to (i) the payment by the Borrowers of an additional $7.5 million of the outstanding principal balance of each Note ($15.0 in the aggregate with respect to both Notes) and (ii) the Bankruptcy Court ~~various~~entering ~~motions,~~a ~~seeking~~final order approving a ~~variety~~DIP ofFacility ~~“first-day”~~by ~~relief~~February 12, 2024, among other terms and conditions.

~~The~~All ~~hearing~~capitalized terms used in this Current Report on ~~the~~Form ~~first~~8-~~day~~K ~~motions~~and ~~took~~not ~~place~~otherwise ondefined ~~December 12,~~herein ~~2023~~have (the ~~“First~~meanings ~~Day~~ascribed ~~Hearing”)~~to such terms in the Extension, Modification and Commitment to Restate Agreement. The description above is qualified in its entirety by reference to the ~~orders~~full ~~granting~~text ~~first-day~~of ~~relief~~the ~~were~~Extension, ~~entered~~Modification ~~shortly~~and ~~thereafter~~Commitment to Restate Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

The as-entered orders may be viewed at the Debtors’ claims and noticing website (free of charge) at the following address- https://cases.ra.kroll.com/preit2023. This website contains third-party content and is provided for convenience only. The documents and other information available on this website are not incorporated by reference into, and do not constitute a part of, this Current Report on Form 8-K.

Combined Hearing on Adequacy of the Disclosure Statement and Confirmation of the Plan

On the Petition Date, the Debtors filed the Joint Prepackaged Chapter 11 Plan of Reorganization of Pennsylvania Real Estate Investment Trust and its Debtor-Affiliates (as amended, supplemented or otherwise modified from time to time, the “Plan”) and the Disclosure Statement Relating to the Joint Prepackaged Chapter 11 Plan of Reorganization of Pennsylvania Real Estate Investment Trust and its Debtor-Affiliates (as amended, supplemented or otherwise modified from time to time, the “Disclosure Statement”), in connection with which solicitation of votes from the voting class has commenced prior to the Petition Date, on December 8, 2023.

At the First Day Hearing, the combined hearing on the adequacy of the Disclosure Statement and confirmation of the Plan was scheduled for January 19, 2024, at 10:00 a.m. (Eastern Standard Time) (the “Combined Hearing”). The Combined Hearing may be continued from time to time by the Bankruptcy Court without further notice other than adjournments announced in open court or in the filing of a notice or hearing agenda in the Chapter 11 Cases and notice of such adjourned date(s) will be available on the electronic case filing docket.

As is further reflected in the order, approving, among other things, certain deadlines and procedures in connection with the approval of the Disclosure Statement and confirmation of the Plan (the “Scheduling Order”), furnished as Exhibit 99.1 to this Current Report on Form 8-K, the Bankruptcy Court further ordered that any responses or objections to adequacy of the Disclosure Statement, confirmation of the Plan, or the Debtors’ assumption of executory contracts and unexpired leases under the Plan must:

(1) be in writing;

(2) comply with the Bankruptcy Rules and the Local Rules;

(3) state the name and address of the objecting party and the amount and nature of the Claim owned by such entity;

(4) state with particularity the legal and factual basis for such objections, and, if practicable, a proposed modification to the Plan, Disclosure Statement, or Confirmation Order, as applicable, that would resolve such objections; and

(5) be filed with the Court and served so as to be actually received no later than 4:00 p.m. (Eastern Standard Time) on January 12, 2024, by: (a) proposed counsel for the Debtors, DLA Piper LLP (US), 1201 N. Market Street, Suite 2100, Wilmington, Delaware 19801 (Attn.: R. Craig Martin at craig.martin@us.dlapiper.com and Aaron S. Applebaum at aaron.applebaum@us.dlapiper.com) and 444 West Lake Street, Suite 900, Chicago, Illinois 60606 (Attn.: Richard A. Chesley at richard.chesley@us.dlapiper.com and Oksana Koltko Rosaluk at oksana.koltkorosaluk@us.dlapiper.com); (b) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 King St., Lockbox 35, Wilmington, DE 19801 (Attn.: Joseph F. Cudia at joseph.cudia@usdoj.gov); (c) counsel to the Ad Hoc Group of Lenders, (i) Paul Hastings, LLP, 200 Park Avenue, New York, New York 10166 (Attn.: Kristopher M. Hansen at krishansen@paulhastings.com, Jonathan Canfield at joncanfield@paulhastings.com and Daniel Ginsberg at danielginsberg@paulhastings.com) and (ii) Young Conaway Stargatt and Taylor, LLP, 1000 North King Street, Wilmington, Delaware 19801 (Attn.: Matthew B. Lunn at mlunn@ycst.com and Robert F. Poppiti, Jr. at rpoppiti@ycst.com); (d) counsel to the DIP Agent, Wilmer Cutler Pickering Hale and Dorr LLP, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007 (Attn.: Andrew Goldman at andrew.goldman@wilmerhale.com) and (e) counsel to any official committee of unsecured creditors appointed in these Chapter 11 Cases,

as further set forth in the Notice of (I) Commencement of Prepackaged Chapter 11 Bankruptcy Cases, (II) Combined Hearing on the Disclosure Statement, Confirmation of the Joint Prepackaged Chapter 11 Plan, and Related Matters, and (III) Objection Deadline (the “Combined Hearing Notice”). The Combined Hearing Notice is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The complete confirmation timeline, as approved by the Bankruptcy Court in the Scheduling Order, and reflected in the Combined Hearing Notice, is set forth below:

Event		Date
Voting Record Date		December 8, 2023
Commencement of Solicitation		December 8, 2023
Voting Deadline		December 18, 2023, at 5:00 p.m. (Eastern Standard Time)
Petition Date		December 10, 2023
Combined Hearing Notice, Equity Notice, and 8-K Filing		Two (2) business day after entry of the Proposed Order
Publication Notice		Within five (5) business days after entry of the Proposed Order
Plan Supplement Deadline		January 5, 2024, at 12:00 noon (Eastern Standard Time) or seven days prior to the Objection Deadline
Objection Deadline		January 12, 2024, at 4:00 p.m. (Eastern Standard Time)
Treatment Objection Deadline		January 12, 2024, at 4:00 p.m. (Eastern Standard Time)
Confirmation Order, Confirmation Brief and Reply Deadline		12:00 noon (Eastern Standard Time) on (i) January 17, 2024, or (ii) the day of the deadline to file the agenda for the Combined Hearing in the event that the Combined Hearing is continued from January 19, 2024, to another date
Combined Hearing		January 19, 2024, at 10:00 a.m. (Eastern Standard Time)

Equity Notice

In the Scheduling Order, the Bankruptcy Court also approved the form of the Notice to Equity Security Holders Regarding the Joint Prepackaged Chapter 11 Plan of Reorganization of Pennsylvania Real Estate Investment Trust and Its Debtor-Affiliates (the “Equity Notice”), which is furnished as Exhibit 99.3 to this Current Report on Form 8-K.

Interim NOL Order

Following the First Day Hearing, the Bankruptcy Court entered an interim order, (i) establishing notice and objection procedures regarding certain transfers, or claims of worthlessness, of beneficial interests in equity securities in the Company (the “Interim NOL Order”). Under the Interim NOL Order, any purchase, sale, or other transfer of, or claim of worthlessness with respect to, equity securities in PREIT in violation of the procedures set forth therein shall be null and void. The procedures are set forth in the Interim NOL Order, which is furnished as Exhibit 99.4 to this Current Report on Form 8-K.

Item 8.01 Other Events.

In accordance with the Scheduling Order referred to in Item 1.03, on December 14, 2023, the Company filed this report to publicly furnish the Scheduling Order, the Combined Hearing Notice, the Equity Notice and the Interim NOL Order, which are furnished as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
99.1		Order (I) Scheduling the Combined Hearing on Adequacy of the Disclosure Statement and Confirmation of the Prepackaged Plan, (II) Establishing Deadlines to Object to the Disclosure Statement and Prepackaged Plan, (III) Approving the Prepetition Solicitation Procedures, (IV) Approving the Form and Manner of the Combined Hearing Notice, (V) Approving Notice and Objection Procedures for the Assumption of Executory Contracts and Unexpired Leases, (VI) Conditionally Directing That a Meeting of Creditors Not be Convened, (VII) Waiving the Requirement of Filing Schedules, Statements of Financial Affairs and Rule 2015.3 Reports, (VIII) Limiting the Requirement as to Certain Equity security Holdings Disclosures and (IX) Granting Related Relief.
10.1		Loan Extension, Modification and Commitment to Restate Agreement, dated as of December 14, 2023, by and among PR Cherry Hill STW LLC, Cherry Hill Center, LLC, PREIT Associates, L.P., New York Life Insurance Company and Teachers Insurance and Annuity Association of America.
99.2		Notice of (I) Commencement of Prepackaged Chapter 11 Bankruptcy Cases, (II) Combined Hearing on the Disclosure Statement, Confirmation of the Joint Prepackaged Chapter 11 Plan, and Related Matters, and (III) Objection Deadline.
99.3		Notice to Equity Security Holders Regarding the Joint Prepackaged Chapter 11 Plan of Reorganization of Pennsylvania Real Estate Investment Trust and Its Debtor-Affiliates.
99.4		Interim Order (I) Establishing Notice and Hearing Procedures for Certain Transfers and Claims of Worthlessness of Equity Securities in the Debtors, and (II) Granting Related Relief.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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.

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

Date: December 14, 2023

/s/ Lisa M. Most

Date: December 20, 2023

/s/ Lisa M. Most

Lisa M. Most

Executive Vice President, Secretary and General Counsel

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