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): March 26, 2025



SERITAGE GROWTH PROPERTIES
(Exact name of Registrant as Specified in Its Charter)



Maryland
001-37420
38-3976287
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
         
500 Fifth Avenue, Suite 1530
  
New York, New York
  
10110
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 355-7800

 
(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
Class A common shares of beneficial interest, par value $0.01 per share
  
SRG
  
New York Stock Exchange
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share
  
SRG-PA
  
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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Chief Executive Officer and Appointment of Interim Chief Executive Officer

On March 28, 2025, Seritage Growth Properties (the “Company”) announced that the Company’s Board of Trustees (the “Board”) and Andrea L. Olshan have agreed that Ms. Olshan will step down as the Company’s Chief Executive Officer and President (“CEO”) and as a member of the Board effective as of April 11, 2025 (the “Separation Date”). Ms. Olshan’s separation is not due to any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.

On March 27, 2025, the Company and Ms. Olshan entered into a separation and release agreement setting out the terms of her separation from the Company, including severance payments and benefits substantially consistent with the applicable terms of the employment agreement between the Company and Ms. Olshan dated February 7, 2021, as amended (the “Employment Agreement”), in the event of a termination without cause or resignation for good reason prior to the occurrence of a change in control of Company. The entitlement to the severance benefits and payments is subject to Ms. Olshan’s execution and non-revocation of a general release of claims and continued compliance with the separation agreement, including compliance with the existing restrictive covenants under the terms of the Employment Agreement.

The foregoing description of the separation and release agreement with Ms. Olshan does not purport to be complete and is qualified in its entirety by reference to the full text of the separation agreement, a copy of which is expected to be filed as an exhibit to the Company’s Periodic Report on Form 10-Q for the period ended March 31, 2025.

The Board has appointed Board Chairman Adam Metz as Interim Chief Executive Officer and President (“Interim CEO”) as of the Separation Date. In his role as Interim CEO, Mr. Metz will serve as the principal executive officer of the Company until his successor is duly appointed and qualified, or until his earlier termination or removal, and will receive a monthly salary of $80,000. Mr. Metz will also continue to serve as Board Chairman, and the Board has appointed Mitchell Sabshon to serve as Lead Independent Director as of the Separation Date.

Mr. Metz, age 63, is currently the Chairman of the Board, and has been on the Board since 2022. Since 2019, he has served as a non-executive director of Hammerson plc, (LSE: HMSO) a United Kingdom-based real estate investment trust, and six Business Development Companies advised by MS Capital Partners Adviser Inc., a wholly owned subsidiary of Morgan Stanley, including Morgan Stanley Direct Lending Fund, (NYSE: MSDL) which is publicly traded on the NYSE. Mr. Metz served as a Managing Director and head of International Real Estate at Carlyle Group from September 2013 to April 2018. Prior to Carlyle Group, Mr. Metz was Senior Advisor to TPG Capital's Real Estate Group. Previously, Mr. Metz served as Chief Executive Officer of General Growth Properties (“GGP”), where he led GGP through its restructuring and emergence from bankruptcy. Before joining GGP, Mr. Metz was co-founding partner of Polaris Capital LLC, which partnered with the Blackstone Group on the ownership of a portfolio of retail real estate assets throughout the United States. Mr. Metz has also held positions at Rodamco, Urban Shopping Centers, JMB Realty and The First National Bank of Chicago. Mr. Metz has a Masters of Management degree from Northwestern University and a Bachelor of Arts degree in History from Cornell University.

There is no arrangement or understanding between Mr. Metz and any other person pursuant to which he was selected as an officer of the Company, there are no family relationships between Mr. Metz and any director or other executive officer of the Company, and there are no related persons transactions (within the meaning of Item 404(a) of Regulation S-K) involving Mr. Metz and the Company and its subsidiaries.

On March 28, 2025, the Company issued a press release announcing the transition of the CEO, a copy of which is attached as Exhibit 99.1 hereto.

9.01  Financial Statements and Exhibits.

(d)
Exhibits
 
 
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.

 
SERITAGE GROWTH PROPERTIES
   
 
By:
/s/ Matthew Fernand
   
Matthew Fernand
   
Chief Legal Officer and Corporate Secretary

Date: March 28, 2025


Exhibit 99.1



Seritage Growth Properties Announces CEO Transition

New York – March 28, 2025 – Seritage Growth Properties (NYSE: SRG) (“Seritage” or the “Company”), a national owner and developer of retail, residential and mixed-use properties, today announced that the Seritage Board of Trustees and Andrea Olshan have agreed that Ms. Olshan will step down as Chief Executive Officer and President (CEO) and as a member of the Board effective as of April 11, 2025.  The Board has appointed Board Chairman Adam Metz, an independent member of the Board since 2022, as Interim CEO and President also effective as of April 11, 2025.

The decision to transition the CEO role was based on the fact that the Company has continued to pursue its shareholder approved Plan of Sale and that, since the announcement of the Company’s review of strategic alternatives in March of 2022, the Company’s portfolio has been reduced from approximately 160 assets to 15 assets.  As a result, the Company’s needs in the CEO role have been reduced, and the parties agreed that the Company should change leadership at this time.

“We thank Andrea for her considerable contributions over the last four years and her tireless work on behalf of Seritage and its shareholders.  In the face of challenging market conditions, Andrea has led the effort of effectuating our Plan of Sale, repaying over $1.3 billion of our loan facility in the process and making important strides in streamlining our Company’s operations,” said Adam Metz, Board Chairman.

“Through a turbulent market, we have accomplished so much during my four years at Seritage,” said Ms. Olshan. “This was made possible through the combination of the efforts of our dedicated management team and the support of our Board.”

Mr. Metz has experience in leadership at both public and private real estate businesses as well as deep Board experience as further detailed in the Company’s most recent Proxy Statement.  In appointing Mr. Metz as Interim CEO and President, the Board will continue to consider other alternatives for senior leadership, based on the pace of the Plan of Sale and other factors.


Forward-Looking Statements

This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “will,” “approximately,” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: declines in retail, real estate and general economic conditions; risks relating to redevelopment activities; contingencies to the commencement of rent under leases; the terms of the Company’s indebtedness and other legal requirements to which the Company is subject; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative operating cash flow on the Company’s ability to fund operations and ongoing development; the Company’s ability to access or obtain sufficient sources of financing to fund the Company’s liquidity needs; environmental, health, safety and land use laws and regulations; and possible acts of war, terrorist activity or other acts of violence or cybersecurity incidents. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2023 and any subsequent Form 10-Qs. While the Company believes that its forecasts and assumptions are reasonable, the Company cautions that actual results may differ materially. The Company intends the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.

About Seritage Growth Properties

Prior to the adoption of the Company’s Plan of Sale, Seritage was principally engaged in the ownership, development, redevelopment, disposition, management and leasing of diversified retail and mixed-use properties throughout the United States. Seritage will continue to actively manage each remaining location until such time as each property is sold. As of September 30, 2024, the Company’s portfolio consisted of interests in 21 properties comprised of approximately 2.7 million square feet of gross leasable area (“GLA”) or build-to-suit leased area, and 342 acres of land. The portfolio consists of approximately 1.5 million square feet of GLA and 208 acres held by 12 consolidated properties (such properties, the “Consolidated Properties”) and 1.2 million square feet of GLA and 134 acres held by nine unconsolidated properties (such properties, the “Unconsolidated Properties”).

Contact
Seritage Growth Properties
(212) 355-7800
IR@Seritage.com