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): March 1329, 2024

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	PRETQ	*
Series B Preferred Shares, par value $0.01 per share	PRETLQ	*
Series C Preferred Shares, par value $0.01 per share	PRETMQ	*
Series D Preferred Shares, par value $0.01 per share	PRETNQ	*

*	Pennsylvania Real Estate Investment Trust’s securities began trading exclusively on the over-the-counter market on December 16, 2022.

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 1.0103 ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement~~Receivership.

As previously reported in its Current Report on Form 8-K, dated January 23, 2024 (the “January 8-K”), on December 10, 2023, Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”) and certain of its direct and indirect affiliates (collectively, the “Company Parties” and together with PREIT, the “Debtors”) filed voluntary petitions (the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to pursue a joint prepackaged chapter 11 plan as contemplated by the Restructuring Support Agreement, ~~Second~~dated ~~Amendment~~December 7, 2023 (as amended from time to time through the date hereof, the “RSA”). The Chapter 11 Cases are jointly administered under the caption In re Pennsylvania Real Estate Investment Trust, et al., Case No. 23-11974.

OnAs ~~March 13,~~previously ~~2024,~~reported ~~Pennsylvania~~in ~~Real~~the ~~Estate~~January ~~Investment~~8-K, ~~Trust~~on ~~and~~January 23, ~~certain of its direct and indirect subsidiaries (collectively~~2024, the ~~“Debtors”)~~Bankruptcy Court entered ~~into~~an ~~the~~order ~~Second Amendment to Restructuring Support Agreement~~ (the “~~Second~~Confirmation ~~Amendment~~Order”), ~~with~~confirming ~~creditors holding over 50.1% of~~ the ~~loans~~Modified ~~outstanding~~Joint ~~under~~Prepackaged ~~the~~Chapter ~~Debtors’~~11 ~~first~~Plan ~~lien~~of ~~credit~~Reorganization ~~agreement and over 50.1%~~ of ~~the~~Pennsylvania ~~loans~~Real ~~outstanding~~Estate ~~under~~Investment ~~the~~Trust ~~Debtors’~~and ~~second~~Its ~~lien~~Debtor-Affiliates ~~credit agreement~~ (~~collectively,~~ the “~~Amendment Consenting Lenders~~Plan”). ~~The Second Amendment amends that certain Restructuring Support Agreement, dated as~~ of ~~December 7, 2023, among~~ the Debtors,. ~~the~~A ~~Amendment~~copy ~~Consenting~~of ~~Lenders~~the Plan and the ~~other~~Confirmation ~~creditors~~Order ~~party~~were ~~thereto~~filed ~~(the “RSA”),~~ as ~~amended~~exhibits ~~by that certain First Amendment~~ to ~~Restructuring~~the ~~Support~~Company’s ~~Agreement,~~January ~~dated~~8-K. ~~February 15,~~Capitalized ~~2024,~~terms ~~among~~used ~~the~~but ~~Debtors~~not ~~and~~defined ~~the~~in ~~Amendment~~this ~~Consenting~~Current ~~Lenders,~~Report toon ~~replace~~Form ~~the~~8-K ~~existing~~have ~~March 13,~~meanings ~~2024~~ascribed ~~outside~~to ~~date~~such ~~and~~terms ~~milestone~~in ~~for~~ the ~~effectiveness of the Debtors’ plan of reorganization with an outside date and milestone of April 15, 2024~~Plan.

~~The~~On ~~description~~April 1, of2024 (the ~~Second~~“Effective ~~Amendment~~Date”), ~~does~~each ~~not~~condition ~~purport~~precedent to beconsummation ~~complete~~of ~~and~~the isPlan, ~~qualified~~enumerated in ~~its~~Article ~~entirety~~IX.A byof ~~reference~~the toPlan, was satisfied or waived in accordance with the ~~Second~~Plan ~~Amendment~~and the Confirmation Order; therefore, ~~which~~the isEffective ~~filed~~Date asof ~~Exhibit~~the 10Plan occurred, and the Debtors emerged from their Chapter 11 Cases. On April 1, to2024, ~~this~~the ~~Current~~Debtors ~~Report~~filed onthe ~~Form~~notice ~~8-K~~of the occurrence of the Effective Date (the “Effective Date Notice”) with the Bankruptcy Court. Accordingly, the Plan is ~~incorporated~~binding, ~~herein~~enforceable byand ~~reference~~in full force and effect pursuant to its terms.

~~The~~A ~~extension~~copy ~~was~~of ~~provided~~the toEffective ~~allow~~Date ~~the~~Notice ~~Debtors~~is attached hereto as Exhibit 99.1 to ~~complete~~this ~~memorialization~~Current ofReport ~~certain~~on ~~property~~Form ~~level~~8-K ~~debt~~and ~~modifications~~is ~~prior~~incorporated toby ~~emerging~~reference ~~from~~herein. ~~their~~All ~~chapter~~capitalized 11terms ~~cases~~used in this Current Report on Form 8-K and not otherwise defined herein have the meanings ascribed to such terms in the Plan.

Item 83.0103 ~~Other~~Material ~~Events~~Modification to Rights of Security Holders.

InAs ~~connection~~of ~~with~~ the ~~entry~~Effective ~~into~~Date, the ~~Second~~Equity ~~Amendment,~~Distribution Conditions set forth in the ~~original~~Plan ~~scheduled~~were ~~maturity~~met; ~~date~~therefore, holders of the ~~Senior~~Existing ~~Secured~~Equity ~~Super-Priority~~Interests ~~Debtor-In-Possession~~(including ~~Credit~~the ~~Agreement~~OP ~~(the~~Units ~~“DIP~~as ~~Facility”~~defined below) ~~was~~received, ~~similarly~~or ~~extended~~will toreceive ~~April 15,~~shortly ~~2024~~after the Effective Date, bytheir ~~consent~~Pro Rata share of ~~the~~$10 million ~~Amendment~~in ~~Consenting~~cash ~~Lenders~~(which ~~pursuant~~amount towas ~~the~~carved ~~definition~~out of and provided by the ~~“Scheduled~~holders ~~Maturity~~of ~~Date”~~Prepetition inSecond ~~Article~~Lien 1Claims offrom their recoveries under the ~~DIP~~Plan) ~~Facility,~~pursuant ~~which~~to ~~allows~~the ~~for~~Equity anDistribution ~~extension~~Allocation set forth in the Plan. The Company, with the consent of the ~~original~~requisite ~~scheduled~~lenders, ~~maturity~~waived ~~date~~any byand upall toEquity ~~ninety~~Costs, ~~(90) days~~and, bytherefore, ano ~~simple~~Equity ~~majority~~Costs ~~consent~~were deducted from such $10 million amount.

As of the Effective Date, pursuant to the terms of the Plan and the Confirmation Order, all classes of preferred and common securities issued by the Company (referred to in the Plan as the “Existing Equity Interests”), namely the Company’s prior Shares of Beneficial Interest, par value $1.00 per share (the “Common Shares”), Series B Preferred Shares, par value $0.01 per share (the “Series B Preferred Shares”), Series C Preferred Shares, par value $0.01 per share (“Series C Preferred Shares”), and Series D Preferred Shares, par value $0.01 per share (“Series D Preferred Shares”), were automatically cancelled and extinguished as of the Effective Date. As of the Effective Date, the limited partnership units in the operating partnership of PREIT Associates, L.P. issued to third parties (the “OP Units”) were also automatically cancelled and extinguished.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On March 29, 2024 (the “Amendment Date”), the Company entered into amendments to the Severance Plan for Certain Officers, effective January 1, 2007, with each of Andrew Ioannou and Joseph Aristone (the “Severance Plan Amendments”). The Severance Plan Amendments modify the terms of Mr. Ioannou’s and Mr. Aristone’s respective rights to severance compensation in the event of a change of control in the Company, specifically providing that if such officer’s employment with the Company terminates prior to or more than 12 months after a Change of Control and such officer executes a general release, such officer will be entitled to receive a severance payment equal to his base salary as of the Amendment Date plus a sum equal to the average of the two bonuses he received prior to the Amendment Date under the Company’s annual incentive plan and COBRA premiums reimbursements for a period of 52 weeks.

The foregoing summary of the Severance Plan Amendments does not purport to be complete and is qualified in its entirety by reference to the relevant agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

As of the Effective Date, the term of the members of the Board of Trustees of PREIT expired.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

ExhibitNumber		Description
10.1		Second Amendment to Restructuring Support Agreement, dated as of March 13, 2024, by and among Pennsylvania Real Estate Investment Trust and certain of its direct and indirect subsidiaries, and the consenting lenders party thereto.
10.1+		Severance agreement dated as of March 29, 2024, by and between Pennsylvania Real Estate Investment Trust and Andrew Ioannou.
10.2+		Severance agreement dated as of March 29, 2024, by and between Pennsylvania Real Estate Investment Trust and Joseph Aristone.
99.1		Notice of (I) Entry of Findings of Fact, Conclusions of Law, and Order Approving the Adequacy of the Debtors’ Disclosure Statement for, and Confirming, the Debtors’ Joint Prepackaged Chapter 11 Plan of Reorganization of Pennsylvania Real Estate Investment Trust and Certain of Its Direct and Indirect Subsidiaries and (II) Occurrence of Effective Date.
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: March 19, 2024

/s/ Lisa M. Most

Date: April 1, 2024

/s/ Lisa Most

Lisa M. Most

Executive Vice President, Secretary and General Counsel

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