ARMADA HOFFLER PROPERTIES,INC. (NYSE:AHH) Files An 8-K Other Events

ME Staff 8-k
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ARMADA HOFFLER PROPERTIES,INC. (NYSE:AHH) Files An 8-K Other Events
Item 8.01. Other Events.

On February26, 2018, Armada Hoffler Properties,Inc. (the “Company”) and Armada Hoffler, L.P. (the “Operating Partnership”) entered into (i)an ATM Equity OfferingSMSales Agreement, dated February26, 2018 (the “Merrill Lynch Sales Agreement”), by and among the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner& Smith Incorporated (“Merrill Lynch”), (ii)an ATM Equity OfferingSMSales Agreement, dated February26, 2018 (the “Baird Sales Agreement”), by and among the Company, the Operating Partnership and Robert W. Baird& Co. Incorporated (“Baird”), and (iii)an ATM Equity OfferingSMSales Agreement, dated February26, 2018 (the “Jefferies Sales Agreement” and, together with the Merrill Lynch Sales Agreement and the Baird Sales Agreement, the “Sales Agreements”), by and among the Company, the Operating Partnership and Jefferies LLC (“Jefferies” and, together with Merrill Lynch and Baird, the “Sales Agents”), in connection with the commencement of a new at-the-market continuous equity offering program (the “Program”). to the terms and conditions of the Sales Agreements, the Company may, from time to time, issue and sell through or to the Sales Agents, shares of its common stock, $0.01 par value per share, having an aggregate offering price of up to $125,000,000 (the “Shares”). The Company has no obligation to sell any of the Shares. The actual sale of Shares under the Program will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Company’s common stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company.

Upon entering into the Sales Agreements, the Company simultaneously terminated the ATM Equity OfferingSMSales Agreements, dated May4, 2016, by and among the Company, the Operating Partnership and each of the Sales Agents, which the Company entered into in connection with its prior “at-the-market” equity offering program.

Sales of the Shares, if any, under the Sales Agreements may be made in transactions that are deemed to be “at-the-market offerings” as defined in Rule415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange (the “NYSE”) or sales made to or through a market maker or through an electronic communications network. The Company or any of the Sales Agents may at any time suspend the offering or terminate the Sales Agreements to the terms of the Sales Agreements.

Each Sales Agent will be entitled to a commission that will not exceed, but may be lower than, 2.0% of the gross offering proceeds of Shares sold through it as sales agent. Under the terms of each Sales Agreement, the Company also may sell Shares to each Sales Agent as a principal, to a separate agreement, for its own account at a price agreed upon in writing at the time of sale.

Each of the Sales Agents has agreed, subject to the terms and conditions of the applicable Sales Agreement, to use its commercially reasonable efforts consistent with its normal sales practices to execute any order that the Company submits to it under such Sales Agreement and with respect to which such Sales Agent has agreed to act as the Company’s sales agent.

The Company intends to contribute the net proceeds from the sale of Shares under the

Program to the Operating Partnership in exchange for units of limited partnership interest in the Operating Partnership. The Operating Partnership intends to use any net proceeds from the sale of Shares under the Sales Agreements to fund development or redevelopment activities, fund potential acquisition or other investment opportunities, including mezzanine loans, repay indebtedness, including amounts outstanding under its unsecured revolving credit facility, or for general corporate purposes.

The Shares will be issued to the Company’s effective shelf registration statement on FormS-3 (File No.333-216795), as amended by Amendment No.1 thereto, and a prospectus supplement relating to the Shares that was filed with the Securities and Exchange Commission on February26, 2018. This Current Report on Form8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Copies of the Merrill Lynch Sales Agreement, the Baird Sales Agreement and the Jefferies Sales Agreement are filed as Exhibits 1.1, 1.2 and 1.3, respectively, tothis Current Report on Form8-K. The description of the Sales Agreements do not purport to be complete and are qualified in their entirety by reference to the copies of the Sales Agreements filed as exhibits to this Current Report on Form8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.

Description

1.1

ATM Equity OfferingSMSales Agreement, dated February26, 2018, by and among Armada Hoffler Properties,Inc., Armada Hoffler, L.P. and Merrill Lynch, Pierce, Fenner& Smith Incorporated.

1.2

ATM Equity OfferingSMSales Agreement, dated February26, 2018, by and among Armada Hoffler Properties,Inc., Armada Hoffler, L.P. and Robert W. Baird& Co. Incorporated.

1.3

ATM Equity OfferingSMSales Agreement, dated February26, 2018, by and among Armada Hoffler Properties,Inc., Armada Hoffler, L.P. and Jefferies LLC.

5.1

Opinion of Morrison& Foerster LLP regarding the legality of shares.

8.1

Opinion of Morrison& Foerster LLP regarding tax matters.

23.1

Consent of Morrison& Foerster LLP (included in Exhibit5.1).

23.2

Consent of Morrison& Foerster LLP (included in Exhibit8.1).


Armada Hoffler Properties, Inc. Exhibit
EX-1.1 2 a18-7057_1ex1d1.htm EX-1.1 Exhibit 1.1   Armada Hoffler Properties,…
To view the full exhibit click here

About ARMADA HOFFLER PROPERTIES,INC. (NYSE:AHH)

Armada Hoffler Properties, Inc. is a real estate company engaged in developing, building, owning and managing institutional-grade office, retail and multifamily properties in markets across the Mid-Atlantic United States, including Virginia, Maryland, North Carolina and South Carolina. The Company operates through four segments: office real estate, retail real estate, multifamily residential real estate, and general contracting and real estate services. The Company also provides general contracting services to third parties. The Company constructs and develops mid- and high-rise office buildings, retail strip malls and retail power centers, multifamily apartment communities, hotels and conference centers, single- and multi-tenant industrial, distribution and manufacturing facilities, educational, medical and special purpose facilities, government projects, parking garages and mixed-use town centers.