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):  April 15, 2024

Acadia Realty Trust

(Exact name of registrant as specified in its charter)

411 Theodore Fremd Avenue

Suite 300

Rye, New York 10580

(Address of principal executive offices) (Zip Code)

(914) 288-8100

(Registrant’s telephone number, including area code)

(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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨

On April 15, 2024, Acadia Realty Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and its general partner, Acadia Realty Trust, a Maryland real estate investment trust (the “Company”), entered into a Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Facility”) with Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association, Truist Bank, and PNC Bank, National Association, as syndication agents, BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners, and BofA Securities, Inc., Wells Fargo Securities, LLC, Truist Securities, Inc. and PNC Capital Markets LLC, as joint lead arrangers, and the lenders and letter of credit issuers party thereto. The Third Amended and Restated Credit Facility amends and restates the Second Amended and Restated Credit Agreement entered into on June 29, 2021 by and among the Operating Partnership, as borrower, the Company and certain subsidiaries of the Operating Partnership from time to time party thereto, as guarantors, Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association, Truist Bank, and PNC Bank, National Association, as syndication agents, BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners, and BofA Securities, Inc., Wells Fargo Securities, LLC, Truist Bank and PNC Capital Markets LLC, as joint lead arrangers, and the lenders party thereto (as amended, the “Existing Credit Facility”).

The Third Amended and Restated Credit Facility provides for an increase in the revolving credit facility under the Existing Credit Facility from $300.0 million to $350.0 million and the extension of the term from June 29, 2025 to April 15, 2028 (with two additional six-month extension options), which includes the capacity to issue letters of credit in an amount of up to $60.0 million. Similar to the Existing Credit Facility, the Third Amended and Restated Credit Facility also provides for a term loan facility of $400.0 million, the term for which was extended from June 29, 2026 to April 15, 2028 (with two additional six month extension options).  The Third Amended and Restated Credit Facility has an accordion feature to increase its capacity to up to $900 million at the option of the Operating Partnership, subject to certain customary conditions.

The Company and certain subsidiaries of the Operating Partnership are the guarantors of the obligations of the Operating Partnership under the Third Amended and Restated Credit Facility. Prior to obtaining a credit rating of at least BBB- from S&P or Baa3 from Moody’s, each subsidiary that owns properties included in calculating compliance with financial covenants will be required to be a guarantor under the Third Amended and Restated Credit Facility.

Borrowings under the revolving credit facility and the term loan facility will accrue interest, at the Operating Partnership’s election, at the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin or at the base rate plus an applicable margin. The base rate is the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the Bank of America prime rate, (iii) one month Term SOFR plus 1%, and (iv) 1%. The applicable margin is a percentage per annum based on (i) a pricing level determined by the Company’s leverage ratio, or (ii) a pricing level determined by the Company’s debt ratings if the Operating Partnership makes an irrevocable credit rating election after obtaining a credit rating of at least BBB- from S&P or Baa3 from Moody’s. As of the closing date, (i) for the revolving credit facility, the applicable margin for SOFR loans was 1.25% and the applicable margin for base rate loans was 0.25%, and (ii) for the term loan facility, the applicable margin for SOFR loans was 1.4% and the applicable margin for base rate loans is 0.4%.

The Operating Partnership has the right to terminate or reduce unused commitments under any facility without penalty or premium.

The Third Amended and Restated Credit Facility is subject to compliance with a number of customary restrictive covenants, including financial covenants. The Third Amended and Restated Credit Facility also includes certain limitations on dividend payouts and distributions, and other customary affirmative and negative covenants.

The above summary of the Third Amended and Restated Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Credit Facility, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.