[8-K] Curbline Properties Corp. Reports Material Event

Rhea-AI Filing Summary

Curbline Properties (NYSE:CURB) filed a Form 8-K announcing a $150 million private placement of senior unsecured notes. The Operating Partnership will issue (i) $100 million 5.58% notes due Sept 3 2030 and (ii) $50 million 5.87% notes due Sept 3 2032, achieving a weighted-average coupon of 5.65% after an interest-rate lock. Notes are pari passu with existing unsecured debt and unconditionally guaranteed by the parent. Key covenants limit total, secured and unencumbered leverage and require minimum fixed-charge and unsecured interest coverage ratios. A change-of-control triggers a 100% principal put without make-whole. Closing is targeted for Sept 3 2025, and proceeds will fund general corporate purposes, including future acquisitions.

Positive

• $150 million fixed-rate senior unsecured notes secured, extending maturity profile and funding growth

Negative

• Leverage increases by $150 million, adding interest expense and covenant constraints

Insights

Corporate Debt Analyst

TL;DR: $150m fixed-rate notes extend debt maturity, enhance liquidity—net positive.

The company locked in $150 million of senior unsecured funding at a blended 5.65% coupon, roughly in line with current BBB REIT spreads. Maturities in 2030 and 2032 lengthen the average debt life, reducing near-term refinancing pressure and providing firepower for accretive acquisitions. Covenants mirror standard unsecured note indentures and should be manageable given management’s historical leverage discipline. Optional prepayment flexibility and a change-of-control put protect both sides while preserving strategic agility. Provided the capital is deployed at yields above the coupon rate, the transaction is earnings-accretive and supportive of net asset value. I view the event as modestly constructive for credit and equity holders.

Real Estate Portfolio Manager

TL;DR: Adds leverage; benefits depend on acquisition execution—overall neutral.

The additional $150 million raises total unsecured debt and introduces new leverage covenants that could limit financial flexibility in a downturn. While fixed rates hedge interest-rate risk, coupons near 5.8% are above the portfolio’s in-place mortgage cost, potentially diluting spread if acquisitions do not outperform. The make-whole prepayment penalty could impede early refinancing should market rates fall. Absent detailed use-of-proceeds, the transaction neither materially improves nor weakens the equity story today. Net effect: watchlist item rather than catalyst.

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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): June 26, 2025

Curbline Properties Corp.

(Exact name of Registrant as Specified in Its Charter)

Maryland			001-42265	93-4224532
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
320 Park Avenue
New York, New York				10022
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (216) 755-5500

(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		CURB		New York Stock Exchange

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 1.01 Entry into a Material Definitive Agreement.

On June 26, 2025, Curbline Properties Corp. (the “Company”) and its subsidiary, Curbline Properties LP (the “Operating Partnership”), entered into a Note and Guaranty Agreement (the “Note Agreement”) in connection with a private placement of $150 million of the Operating Partnership’s unsecured senior notes (the “Notes”), consisting of (i) $100 million aggregate principal amount of 5.58% unsecured senior notes due September 3, 2030 and (ii) $50 million aggregate principal amount of 5.87% unsecured senior notes due September 3, 2032, to a group of institutional investors. The Operating Partnership also entered into an interest rate lock agreement resulting in a 5.79% effective interest rate on the notes due September 3, 2032 and a weighted average coupon of 5.65%.

The Notes bear interest on the outstanding principal balance at the stated rates per annum from the date of issuance, payable semi-annually in arrears on March 3 and September 3 of each year, until such principal becomes due and payable. The entire unpaid principal balance of each Note shall be due and payable on the maturity date thereof. The Notes are senior unsecured obligations of the Operating Partnership and rank equal in right of payment with all other senior unsecured indebtedness of the Operating Partnership. The Notes are unconditionally guaranteed by the Company.

The Operating Partnership will be permitted to prepay the outstanding Notes in whole or in part, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding, at any time at (i) 100% of the principal amount so prepaid, plus (ii) the Make-Whole Amount, which is equal to the excess, if any, of the discounted value of the remaining scheduled principal and interest payments with respect to the Notes being prepaid over the principal amount of such Notes. If a change in control occurs for the Company, the Operating Partnership must offer to prepay the outstanding Notes. The prepayment amount will be 100% of the principal amount, as well as accrued and unpaid interest but without any Make-Whole Amount.

The Note Agreement contains certain customary covenants including, among other things, a maximum total leverage ratio, a maximum secured leverage ratio, a maximum unencumbered leverage ratio, a minimum fixed charge coverage ratio and a minimum unsecured interest coverage ratio.

The sale and purchase of the Notes is scheduled to occur on September 3, 2025, subject to customary closing conditions. The Operating Partnership intends to use the net proceeds from the issuance of the Notes for general corporate purposes, including funding future acquisitions.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.

The foregoing description of the Note Agreement and the Notes does not purport to be complete and is qualified in its entirety by reference to the Note Agreement (including the form of note), attached hereto as Exhibit 10.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The terms of the direct financial obligations are summarized in Item 1.01 of this Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

Exhibit	Description
10.1	Note and Guaranty Agreement, dated June 26, 2025, by and among Curbline Properties Corp., Curbline Properties LP and the purchasers named therein
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

			CURBLINE PROPERTIES CORP.
Date:	June 26, 2025	By:	/s/ Lesley H. Solomon
			Name: Lesley H. Solomon Title: Executive Vice President, General Counsel and Secretary

FAQ

Why did CURB issue $150 million in senior unsecured notes on June 26 2025?

The company aims to fund general corporate purposes, including future acquisitions, through the $150 million private placement.

What are the interest rates and maturities of CURB's new notes?

$100 million at 5.58% due Sept 3 2030 and $50 million at 5.87% due Sept 3 2032.

What is the weighted average coupon on CURB's 2025 note issuance?

The weighted average coupon is 5.65% after an interest-rate lock.

Are the new senior notes guaranteed by Curbline Properties?

Yes, they are senior unsecured obligations of the Operating Partnership and are unconditionally guaranteed by the company.

When is the debt issuance expected to close?

Closing is scheduled for September 3 2025, subject to customary conditions.

What financial covenants are tied to CURB's new note agreement?

Covenants include maximum total, secured and unencumbered leverage ratios plus minimum fixed-charge and unsecured interest coverage ratios.