Toggle SGML Header (+)


Section 1: 8-K (8-K)

srg-8k_20191104.htm
false 0001628063 0001628063 2019-11-04 2019-11-04 0001628063 us-gaap:CommonClassAMember 2019-11-04 2019-11-04 0001628063 srg:SeriesACumulativeRedeemablePreferredSharesMember 2019-11-04 2019-11-04

 

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):  November 8, 2019 (November 4, 2019)

 

SERITAGE GROWTH PROPERTIES

(Exact Name of Registrant as Specified in Its Charter)

 

 

Maryland

 

001-37420

 

38-3976287

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

500 Fifth Avenue, Suite 1530

New York, New York

 

10110

(Address of principal executive offices)

 

(Zip code)

 

Registrant’s telephone number, including area code: (212) 355-7800

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbols

Name of each exchange on which registered

Class A common shares of beneficial interest, par value $0.01 per share

SRG

New York Stock Exchange

7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share

SRG-PA

New York Stock Exchange

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 (see General Instruction A.2. below):

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))

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 8.01

Other Events.

Pursuant to the terms of the master lease (the “Holdco Master Lease”) between subsidiaries of Seritage Growth Properties (“Seritage” or the “Company”) and certain affiliates of Transform Holdco LLC (“Holdco”), an affiliate of ESL Investments, Holdco recently exercised its rights under the Holdco Master Lease to terminate the Holdco Master Lease with respect to 29 stores totaling approximately 4.1 million square feet of gross leasable area.  The aggregate annual base rent at these stores is approximately $8.3 million, or 4.2% of the Company’s total annual base rent as of September 30, 2019, including all signed leases.  Holdco will continue to pay Seritage rent through March 1, 2020.  Pursuant to the Holdco Master Lease, 16 of the stores will be terminated without the payment of a termination fee by Holdco to Seritage and a termination fee equal to one year of the aggregate annual base rent, plus one year of estimated annual operating expenses, is payable to Seritage on the remaining 13 stores.

Taking into account one asset under contract for sale and three pending recapture notices, after giving effect to these terminations the Company will have 16 locations remaining under the Holdco Master Lease with an aggregate annual base rent of approximately $9.6 million, or approximately 6% of the Company’s total annual base rent as of September 30, 2019, including all signed leases.

Additional information regarding the foregoing terminations will be set forth in the Company’s Form 10-K for the year ending December 31, 2019, along with information regarding the Company’s recapture activity for such period.


SIGNATURE

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.

 

SERITAGE GROWTH PROPERTIES 

 

By:

 

/s/ Matthew Fernand

 

 

Matthew Fernand

 

 

Executive Vice President, General

Counsel & Secretary

 

Date: November 8, 2019

 

(Back To Top)