Material Agreement · Agreement Terminated

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): July 25, 2019 Federal Realty Investment Trust (Exact name of registrant as specified in its charter) Maryland 1-07533 52-0782497 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1626 East Jefferson Street, Rockville, Maryland 20852-4041 (Address of principal executive offices) (Zip Code) Registrant’s telephone number including area code: 301/998-8100 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 Name of Each Exchange On Which Registered Common Shares of Beneficial Interest, $.01 par value per share, with associated Common Share Purchase Rights FRT New York Stock Exchange Depositary Shares, each representing 1/1000 of a share of 5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share FRT-C 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 checkmark if the registrant has elected not 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 July 25, 2019, Federal Realty Investment Trust (the “Trust”) entered into an Amended and Restated Credit Agreement (the “Agreement”), by and among the Trust, as Borrower, the financial institutions party thereto and their permitted assignees, as Lenders, Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), PNC Bank, National Association, as Syndication Agent, and each of Wells Fargo Securities, LLC and PNC Capital Markets, LLC, as Joint Book Managers. The Agreement replaces that certain Credit Agreement, dated as of July 7, 2011 (the “Old Agreement”), by and among the Trust, as Borrower, and the financial institutions party thereto. The Old Agreement consisted of an $800.0 million unsecured revolving credit facility (the “Old Facility”) with a maturity date of April 20, 2020. As of June 30, 2019, the Old Facility bore interest at LIBOR plus 82.5 basis points, and the spread over LIBOR was subject to adjustment based on our credit rating. The Agreement consists of a $1.0 billion unsecured revolving credit facility (the “New Facility”) with a maturity date of January 19, 2024, subject to two six-month extensions at the option of the Trust. The New Facility initially bears interest at a rate of LIBOR plus 77.5 basis points, and the spread over LIBOR is subject to adjustment based on our credit rating. Under an accordion feature, the Trust has the option to expand the borrowing capacity under the New Facility to up to $1.5 billion. The Agreement contains a number of restrictions on the Trust’s business, including, but not limited to, restrictions on the Trust’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 Trust 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 Agreement also contains affirmative covenants and events of default, including, but not limited to, a cross default to the Trust’s other indebtedness and the occurrence of a change of control. The Trust’s failure to comply with these covenants, or the occurrence of an event of default, could result in acceleration of the Trust’s debt and other financial obligations under the Agreement. The Old Agreement contained covenants and events of default similar to the foregoing. Affiliates of certain lenders under the Agreement have served, and may serve in the future, as underwriters in connection with public offerings of equity and debt securities by the Trust, and an affiliate of the Administrative Agent serves as agent and/or principal pursuant to an equity distribution agreement in connection with the Trust’s “at the market” equity program. In addition, affiliates of certain lenders under the Agreement have provided from time to time, and may provide in the future, investment and commercial banking and financial advisory services to the Trust or its affiliates in the ordinary course of business for which they have received and may continue to receive customary fees and commissions. The foregoing does not constitute a complete summary of the terms and conditions of the Agreement, which is attached hereto as Exhibit 10.1, or of the Old Agreement, which was attached as Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2011. The description contained herein of the terms and conditions of the Agreement and Old Agreement is qualified in its entirety by reference to the Agreement and Old Agreement, respectively. 2 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. Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following Exhibits are included in the Form 8-K: Exhibit Description of Exhibit Exhibit 10.1 Amended and Restated Credit Agreement, dated as of July 25, 2019, by and among Federal Realty Investment Trust, as Borrower, the financial institutions party thereto and their permitted assignees, as Lenders, Wells Fargo Bank, National Association, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, and each of Wells Fargo Securities, LLC and PNC Capital Markets, LLC, as Joint Book Managers 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FEDERAL REALTY INVESTMENT TRUST Date: July 29, 2019 By: /s/ Dawn M. Becker Dawn M. Becker Executive Vice President-General Counsel and Secretary 4