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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):
September 19, 2025
POSTAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland |
|
001-38903 |
|
83-2586114 |
(State or other jurisdiction of
Incorporation or organization) |
|
Commission File Number |
|
(I.R.S. Employer
Identification No.) |
75 Columbia Avenue
Cedarhurst, NY 11516
(Address of principal executive offices and zip
code)
(516) 295-7820
(Registrant’s telephone number)
Not Applicable
(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 (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-I2 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.I4d-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 |
| Class A Common Stock, par value $0.01 per share |
|
PSTL |
|
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 September 19, 2025 (the “Closing Date”),
Postal Realty Trust, Inc. (the “Company”), as guarantor, Postal Realty LP (the “Operating Partnership”), as borrower,
and certain indirect subsidiaries of the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”)
with Truist Bank, as administrative agent, and certain lenders party thereto, which amends and restates in its entirety the Credit Agreement,
dated as of August 9, 2021 (as such agreement was amended from time-to time, the “Prior Credit Agreement”) which was previously
in effect.
The Credit Agreement provides for a (i) $150 million
senior unsecured revolving credit facility (the “Revolving Facility”), and (ii) $290 million term loan facility (the “Term
Loan Facility,” and, collectively with the Revolving Facility, the “Credit Facilities”). The Term Loan Facility consists
of a (a) $175 million delayed drawn term loan facility (the “Delayed Draw Term Loan Facility”), all of which was previously
advanced to the Operating Partnership under the Prior Credit Agreement and remains outstanding under the Credit Agreement as of the Closing
Date and (b) $115 million senior unsecured term loan facility (the “2025 Term Loan Facility”). The 2025 Term Loan Facility consists
of (1) a $75 million term loan previously advanced under the Prior Credit Agreement and which remains outstanding as of the Closing Date
and (2) $40 million of new term loans advanced to the Operating Partnership on the Closing Date. The Credit Agreement also provides that,
subject to customary conditions, including obtaining lender commitments and compliance with its financial maintenance covenants under
the Credit Agreement, the Operating Partnership may seek to increase the lending commitments under the Credit Agreement by up to $150
million, in the case of the Revolving Facility, and up to $100 million, in the case of the Term Loan Facility.
Concurrently with entering into the 2025
Credit Facility, using newly advanced funds from the 2025 Term Loan Facility, the Operating Partnership repaid a portion of the
outstanding balance on the Revolving Facility down to $13 million. The Operating Partnership currently expects to use future
borrowings under the Credit Facilities for general corporate and working capital purposes, which may include repayment of
indebtedness, real estate acquisitions and investments and capital expenditures.
The Revolving Facility has a maturity date of
November 15, 2029, the Delayed Draw Term Loan Facility has a maturity date of February 11, 2028 and the 2025 Term Loan Facility has a
maturity date of January 15, 2030. Each of the Revolving Credit Facility and the 2025 Term Loan Facility may be extended for one 12-month
period at the Operating Partnership’s discretion. The Operating Partnership may elect at any time and from time to time to prepay all
or any portion of the loans under the Credit Facilities prior to maturity without premium or penalty, subject to payment of usual and
customary breakage costs.
The interest rates applicable to loans under the
Credit Facilities are, at the Operating Partnership’s option, equal to:
• in the case of the Revolving Facility,
either a base rate plus a margin ranging from 0.5% to 1.0% per annum or SOFR plus a margin ranging from 1.5% to 2.0% per annum; and
• in the case of the Term Loan Facility,
either a base rate plus a margin ranging from 0.45% to 0.95% per annum or SOFR plus a margin ranging from 1.45% to 1.95% per annum,
in
each case based on the Company’s consolidated leverage ratio. SOFR, as defined in the Credit Agreement, cannot be less than 0.0%
at any time. In addition, with respect to the Revolving Facility, the Operating Partnership will pay, if the usage of the Revolving Facility
is equal to or less than 50% thereof, an unused facility fee of 0.20% per annum, or if the usage of the Revolving Facility is greater
than 50% thereof, an unused facility fee of 0.15% per annum, in each case on the average daily unused commitments under the Revolving
Facility.
The Credit Agreement also allows for a
decrease in the applicable margin of the Credit Facilities by 0.02% if the Company achieves certain sustainability targets as set forth
in the Credit Agreement.
The Credit Facilities are guaranteed, jointly
and severally, by the Company and certain indirect subsidiaries of the Company. The Credit Agreement contains customary covenants that,
among other things, restrict, subject to certain exceptions, the ability of the Company, the Operating Partnership and certain indirect
subsidiaries of the Company to incur indebtedness, grant liens on their assets, make certain types of investments, engage in acquisitions,
mergers or consolidations, sell assets, enter into certain transactions with affiliates and pay dividends or make distributions. The Credit
Agreement also requires the Company to comply with consolidated financial maintenance covenants to be tested quarterly, including a minimum
fixed charge coverage ratio, maximum total leverage ratio, minimum tangible net worth, maximum secured leverage ratio, maximum unsecured
leverage ratio, minimum unsecured debt service coverage ratio and maximum secured recourse leverage ratio.
The Credit Agreement also contains customary events
of default, including the failure to make timely payments under the Credit Facilities, any event or condition that makes other material
indebtedness due prior to its scheduled maturity, the failure to satisfy certain covenants and specified events of bankruptcy and insolvency.
The occurrence of an event of default under the Credit Agreement may result in all loans and other obligations becoming immediately due
and payable and the Credit Facilities being terminated and allow the lenders to exercise all rights and remedies available to them.
Several of the lenders and their affiliates have
provided, and they and other lenders and their affiliates may in the future provide, various investment banking, commercial banking, fiduciary
and advisory services for the Company and its subsidiaries for which they have received, and may in the future receive, customary fees
and expenses.
The foregoing description of the Credit Facilities
and the Credit Agreement is qualified in its entirety by reference to the Credit Agreement, which is filed herewith as Exhibit 10.1, and
is 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 information set forth under Item 1.01 is incorporated
herein by reference.
Item 8.01. Other Events
On September 22, 2025, the Company issued a press
release in connection with its entry into the Credit Agreement, a copy of which is attached hereto as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Document |
| 10.1 |
|
Amended and Restated Credit Agreement, dated September 19, 2025, by and among Postal Realty LP, Postal Realty Trust, Inc., the certain subsidiaries from time-to-time party thereto as guarantors, Truist Bank, as administrative agent, and the several banks and financial institutions party thereto as lenders. |
| 99.1 |
|
Press Release of Postal Realty Trust, Inc., dated September 22, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Date: September 22, 2025
| |
POSTAL REALTY TRUST, INC. |
| |
|
|
| |
By: |
/s/ Jeremy Garber |
| |
|
Name: Jeremy Garber |
| |
|
Title: Chief Financial Officer, President, Treasurer and Secretary |
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