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): May 13, 2010
GETTY REALTY CORP.
(Exact name of registrant as specified in its charter)
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| Maryland
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001-13777
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11-3412575 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 125 Jericho Turnpike, Suite 103, Jericho, New York, 11753
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| (Address of principal executive offices) (ZIP Code)
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Registrant’s telephone number, including area code: (516) 478-5400
(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:
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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)) |
Section 1 — Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On May 13, 2010, Getty Realty Corp. (the “Company”) entered into an Underwriting Agreement
(the “Underwriting Agreement”) with J.P. Morgan Securities Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed on
Schedule 1 thereto (the “Underwriters”), pursuant to which the Company agreed to offer and
sell 4,500,000 shares of common stock, $0.01 par value per share, of the Company (the “Common
Stock”). Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters
a 30-day option to purchase up to an additional 675,000 shares of Common Stock to cover
over-allotments, if any. The net proceeds of the offering to the Company, after deducting the
underwriting discount and estimated offering expenses, are expected to be approximately $94.0
million, exclusive of any proceeds attributable to the underwriters’ possible exercise of their
over-allotment option. The Company expects to use the net proceeds of the offering for the
acquisition of properties in the gas station and convenience store sector, repayment or refinancing
of outstanding indebtedness under its credit agreement and general corporate purposes. The Company
may re-borrow amounts repaid under its credit agreement to fund future property acquisitions and
for other general corporate purposes. While the Company evaluates acquisition and investment
opportunities from time to time, it currently has no binding commitments or agreements relating to
any such acquisition or investment. The closing of this offering is expected to occur on or about
May 19, 2010, subject to customary closing conditions.
The Company made certain customary representations, warranties and covenants concerning the
Company and the registration statement in the Underwriting Agreement and also agreed to indemnify
the Underwriters against certain liabilities, including liabilities under the Securities Act of
1933, as amended. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current
Report on Form 8-K and incorporated herein by reference. The descriptions of the material terms of
the Underwriting Agreement in this Item 1.01 are qualified in their entirety by reference to
Exhibit 1.1.
J. P. Morgan Securities Inc. acted as sole bookrunner and sole lead arranger in connection
with the Company’s $175.0 million amended and restated senior unsecured credit agreement (the
“Credit Agreement”). In addition, affiliates of the Underwriters are lenders under the Credit
Agreement and will receive a portion of the net proceeds from this offering to the extent that net
proceeds are used to pay down the Credit Agreement.
This Current Report on Form 8-K contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements, which are based on certain assumptions and
describe future plans, strategies and expectations of the Company, are generally identifiable by
use of the words “believes,” “expects,” “plans,” “projects,” “estimates,” “predicts” and similar
expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are
generally forward-looking in nature and are not historical facts and include our statements
relating to our intended use of proceeds for the offering. The forward-looking statements contained
in this Current Report on Form 8-K, including with respect to the Company’s planned issuance of the
shares of Common Stock (including the over-allotment option) are subject to various risks and
uncertainties. Although the Company believes the expectations reflected in such forward-looking
statements are based on reasonable assumptions, there can be no assurance that its expectations
will be achieved. Certain factors that could cause actual results to differ materially from the
Company’s expectations include market conditions and the ability to complete the proposed offering;
changes in general or regional economic conditions; the length and severity of the recent economic
downturn; the Company’s ability to timely lease or re-lease space at current or anticipated rents;
changes in interest rates; changes in operating costs; the Company’s ability to complete current
and future acquisitions; the Company’s ability to obtain additional financing; the Company’s
ability to manage its current debt levels and repay or refinance its indebtedness upon maturity or
other required payment dates; the Company’s ability to obtain debt and/or financing on attractive
terms, or at all and other risks detailed in the Company’s Annual Report on Form 10-K and described
from time to time in the Company’s filings with the Securities and Exchange Commission. Many of
these factors are beyond the Company’s ability to control or predict. Forward-looking statements
are not guarantees of performance. Except for our ongoing obligations to disclose material
information under the federal securities laws, we undertake no obligation to release publicly any
revisions to any forward-looking statements, to report events or to report the occurrence of
unanticipated events unless required by law. For any forward-looking
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statements contained in any
document, we claim the protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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1.1 |
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Underwriting Agreement, dated May 13, 2010, between the Company, and J.P. Morgan
Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representatives of the several underwriters listed on Schedule
1 thereto. |
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5.1 |
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Opinion of DLA Piper LLP (US) regarding the legality of the Common Stock. |
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8.1 |
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Opinion of DLA Piper LLP (US) regarding certain tax matters. |
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99.1 |
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Press release announcing the pricing of the underwritten offering dated May 13, 2010. |
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