Federal Realty Investment Trust

04/15/2026 | Press release | Distributed by Public on 04/15/2026 14:02

Material Agreement, Financial Obligation, Termination of Material Agreement (Form 8-K)

Item 1.01.
Entry into Material Definitive Agreement.
Amendments to Credit Agreement and Term Loan Agreements
Third Amended and Restated Credit Agreement
On April 14, 2026, Federal Realty OP LP (the "Partnership") entered into a Third Amended and Restated Credit Agreement (the "New Credit Agreement"), by and among the Partnership, as Borrower, the financial institutions party thereto and their permitted assignees, as Lenders, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties thereto.
The New Credit Agreement replaces that certain Second Amended and Restated Credit Agreement, dated as of October 5, 2022 (as amended, the "Old Credit Agreement"), by and among the Partnership, as Borrower, and the financial institutions party thereto. The Old Credit Agreement consisted of a $1.25 billion unsecured revolving credit facility (the "Old Facility") with a maturity date of April 5, 2027. As of December 31, 2025, the Old Facility had an outstanding balance of $310.0 million.
The New Credit Agreement consists of a $1.4 billion unsecured revolving credit facility (the "New Facility") with a maturity date of April 12, 2030, subject to
two six-month extensions
at the option of the Partnership. Generally, the New Facility bears interest, at the Partnership's option, at a rate based on (i) SOFR, or (ii) a Base Rate (each as defined therein), in each case plus an applicable margin that depends on the Partnership's credit rating. The applicable margins for SOFR loans under the New Credit Agreement range from 62.5 basis points to 135 basis points, and the applicable margins for Base Rate loans under the New Credit Agreement range from 0 basis points to 35 basis points. Initially, the applicable margin for SOFR loans will be 72.5 basis points. Under an accordion feature, the Partnership has the option to expand the borrowing capacity under the New Facility to up to $2.0 billion.
The terms of the New Credit Agreement are substantially similar to the terms of the Old Credit Agreement, except (i) as described herein and (ii) for certain immaterial amendments (the "Updated Terms") intended to, among other things, increase the Partnership's operating flexibility, decrease certain of the Partnership's notice, reporting and compliance obligations and adjust certain aspects of the Partnership's financial covenants. The New Credit Agreement contains a number of restrictions on the Partnership's business that are similar to the restrictions contained in the Old Credit Agreement, including, but not limited to, restrictions on the Partnership's ability to incur indebtedness, make investments, incur liens, engage in certain affiliate transactions, and engage in major transactions such as mergers. In addition, the Partnership is subject to various financial maintenance covenants, including, but not limited to, a minimum fixed charge coverage ratio, a maximum secured indebtedness ratio, and a minimum unencumbered leverage ratio. The New Credit Agreement also contains affirmative covenants and events of default, including, but not limited to, a cross default to the Partnership's other indebtedness and the occurrence of a change of control. The Partnership's failure to comply with these covenants, or the occurrence of an event of default, could result in acceleration of the Partnership's debt and other financial obligations under the New Credit Agreement.
The foregoing does not constitute a complete summary of the terms and conditions of the New Credit Agreement, which is attached hereto as Exhibit 10.1, or of the Old Credit Agreement, which was included as Exhibit 10.1 to the Partnership's Current Report on Form
8-K
filed with the Securities and Exchange Commission on October 11, 2022. The descriptions contained herein of the terms and conditions of the New Credit Agreement and Old Credit Agreement are qualified in their entirety by reference to the New Credit Agreement and Old Credit Agreement, respectively.
Term Loan Amendments
In connection with the New Credit Agreement, the Partnership entered into amendments (the "Term Loan Amendments") to (i) its Amended and Restated Term Loan Agreement, dated as of March 20, 2025, by and among the Partnership and FRIT San Jose Town and Country Village, LLC, as Borrowers, the financial institutions party thereto and their permitted assignees, as Lenders, PNC Bank, National Ass
ociat
ion, as Administrative Agent, and the other parties thereto and (ii) its Term Loan Agreement, dated as of November 17, 2025, by and among the
Partnership, as Borrower, the financial institutions party thereto and their permitted assignees, as Lenders, Truist Bank, as Administrative Agent, and the other parties thereto (such items (i) and (ii), the "Term Loan Agreements"). The purpose of the Term Loan Amendments was to effect changes similar to the Updated Terms described above in connection with the New Credit Agreement. The foregoing summary of the Term Loan Amendments does not constitute a complete description of, and is qualified in its entirety by reference to, the terms and conditions of the Term Loan Amendments, which are filed herewith as Exhibits 10.2 and 10.3.
Certain Relationships
Affiliates of certain lenders under the New Credit Agreement and the Term Loan Agreements have served, and may serve in the future, as underwriters in connection with public offerings of equity and debt securities by Federal Realty Investment Trust (the "Parent Company") and/or the Partnership, including serving as agent and/or principal pursuant to an equity distribution agreement in connection with the Parent Company's "at the market" equity offering program. In addition, affiliates of certain lenders under the New Credit Agreement and the Term Loan Agreements have provided from time to time, and may provide in the future, investment and commercial banking and financial advisory services to the Parent Company, the Partnership or their affiliates in the ordinary course of business for which they have received and may continue to receive customary fees and commissions.
Item 1.02.
Termination of a Material Definitive Agreement.
The disclosure required by this Item 1.02 is included in Item 1.01 and incorporated herein by reference.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet
Arrangement of a Registrant.
The disclosure required by this Item 2.03 is included in Item 1.01 and incorporated herein by reference.
Federal Realty Investment Trust published this content on April 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 15, 2026 at 20:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]