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NNN REIT, Inc. – ‘8-K’ for 4/16/24

On:  Wednesday, 4/17/24, at 4:35pm ET   ·   For:  4/16/24   ·   Accession #:  950170-24-45141   ·   File #:  1-11290

Previous ‘8-K’:  ‘8-K’ on / for 2/8/24   ·   Latest ‘8-K’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/17/24  NNN REIT, Inc.                    8-K:1,2,9   4/16/24    9:14M                                    Donnelley … Solutions/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     51K 
 2: EX-10.1     Material Contract                                   HTML  13.46M 
 4: R1          Document and Entity Information                     HTML     47K 
 6: XML         IDEA XML File -- Filing Summary                      XML     11K 
 9: XML         XBRL Instance -- nnn-20240416_htm                    XML     15K 
 5: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 3: EX-101.SCH  XBRL Taxonomy Extension Schema With Embedded         XSD     91K 
                Linkbases Document -- nnn-20240416                               
 7: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
 8: ZIP         XBRL Zipped Folder -- 0000950170-24-045141-xbrl      Zip    628K 


‘8-K’   —   Current Report


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 iX:   C:   C: 
  8-K  
 i 0000751364 i false00007513642024-04-162024-04-16

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 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):  i April 16, 2024

 i NNN REIT, INC.

(exact name of registrant as specified in its charter)

 i Maryland

 i 001-11290

 i 56-1431377

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employment

Identification No.)

 i 450 South Orange Avenue,  i Suite 900,  i Orlando,  i Florida  i 32801

(Address of principal executive offices, including zip code)

( i 407)  i 265-7348

(Registrant’s telephone number, including area code)

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

 i 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 i 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 i 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 i 

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 exchange on which registered

 i Common Stock, $0.01 par value

 i NNN

 i 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  i 

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.

NNN REIT, Inc. (the “Company”) entered into that certain Third Amended and Restated Credit Agreement, dated as of April 16, 2024 (the “Credit Agreement”), with Wells Fargo Bank, National Association, as Joint Lead Arranger, Joint Bookrunner and Administrative Agent, Bank of America, N.A., as Joint Lead Arranger, Joint Bookrunner and Syndication Agent, and a syndicate of lenders named therein. The Credit Agreement amends and restates that certain Second Amended and Restated Credit Agreement, dated as of June 23, 2021 (as amended, the “Existing Credit Agreement”), by and among the Company, Wells Fargo Bank, as Administrative Agent, and a syndicate of lenders named therein.

The Credit Agreement amended the terms under the Existing Credit Agreement by: (i) increasing the borrowing capacity to $1.2 billion from $1.1 billion; (ii) extending the termination date from June 23, 2025 to April 16, 2028; and (iii) reducing the letter of credit sublimit amount from $60 million to $10 million. No other material terms of the Existing Credit Agreement were modified as a result of the execution of the Credit Amendment. The termination date of the Credit Agreement remains subject to extensions exercisable at the option of the Company. Based on the Company’s current credit ratings, borrowings under the Credit Agreement will bear interest at an effective rate of SOFR plus a credit spread adjustment of 10 basis points plus a margin of 77.5 basis points, however such interest rate may change pursuant to the Company’s credit ratings.

The Credit Agreement contains certain (a) restrictive covenants, including, but not limited to, restrictions on the incurrence of additional indebtedness and liens, the ability to make certain payments and investments and the ability to enter into certain merger, consolidation, asset sale and affiliate transactions, and (b) financial maintenance covenants, including, but not limited to, a maximum leverage ratio, a minimum fixed charge ratio and a maximum secured indebtedness ratio. The Credit Agreement also contains representations and warranties, affirmative covenants and events of default, including certain cross defaults with the Company’s other indebtedness, customary for an agreement of its type. As is customary, certain events of default could result in an acceleration of the Company’s obligations under the Credit Agreement.

The foregoing summary is not an exhaustive description of the terms of the Credit Agreement, which is attached hereto as Exhibit 10.1, and such summary is qualified in its entirety by reference to the attached Credit Agreement.

 

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 above and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d)
Exhibits.

10.1

 

Third Amended and Restated Credit Agreement, dated as of April 16, 2024, by and among NNN REIT, Inc., Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein.

104.1

 

 

Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)

 

 


 

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.

 

 

 

 

 

NNN REIT, Inc.

 

 

 

Dated: April 17, 2024

By:

/s/ Kevin B. Habicht

 

 

Kevin B. Habicht

 

 

Executive Vice President and Chief Financial Officer

 

 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
4/16/28
6/23/25
Filed on:4/17/24
For Period end:4/16/24
6/23/218-K
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