Federal Realty Investment Trust (NYSE:FRT) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders.

The disclosure under Item 3.03 below is incorporated hereunder by reference.

The disclosure under Item 3.03 below is incorporated hereunder by reference.

On September25, 2017, Federal Realty Investment Trust (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner& Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I to the related pricing agreement (the “Underwriters”), to which the Company agreed to sell through the Underwriters in an underwritten public offering 6,000,000 depositary shares (“Depositary Shares”), each representing a 1/1000th interest in a 5.000% Series C Cumulative Redeemable Preferred Share of the Company, par value $0.01 per share (the “Series C Preferred Shares”). The Company also granted the Underwriters a 30-day option to purchase up to 400,000 additional Depositary Shares. The Depositary Shares were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission to the Company’s shelf registration statement on Form S-3 (File No.333-203999). A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

On September28, 2017, the Company filed with the Maryland State Department of Assessments and Taxation Articles Supplementary (the “Articles Supplementary”) to the Company’s Declaration of Trust (the “Declaration of Trust”), establishing and fixing the rights and preferences of 6,400 of the Company’s Series C Preferred Shares. The Articles Supplementary are filed as Exhibit3.1 hereto.

With respect to the payment of dividends and amounts upon liquidation, the Series C Preferred Shares rank senior to the Company’s common shares and to all other equity securities that, by their terms, rank junior to the Series C Preferred Shares, and on a parity with respect to the Company’s 5.417% Series1 Cumulative Convertible Preferred Shares (“Series 1 Preferred Shares”). The Series 1 Preferred Shares were the Company’s only outstanding preferred shares prior to the issuance of the Series C Preferred Shares. The Series C Preferred Shares rank junior to the Company’s currently outstanding indebtedness and any future indebtedness and junior to any equity securities issued by the Company whose senior ranking is consented to by holders of at least two-thirds of the Series C Preferred Shares outstanding at the time. Additionally, the Company’s ability to make payments of dividends and other amounts due on the Series C Preferred Shares will be structurally subordinated to the indebtedness and other liabilities and any preferred equity of the Company’s subsidiaries and joint ventures.

Holders of Series C Preferred Shares will be entitled to receive cumulative cash dividends on the Series C Preferred Shares at the rate of 5.000% of the $25,000.00 per share liquidation preference per year, or $1,250.00 per yearper Series C Preferred Share (equal to $1.250per Depositary Share). Dividends on the Series C Preferred Shares will be payable, subject to authorization by the Company’s Board of Trustees and declaration by the Company, quarterly in arrears on January15, April15, July15 and October15 of each year (or, if any such date is not a business day, on the next succeeding business day), commencing on January15, 2018.

If the Company liquidates, dissolves or winds up, holders of Series C Preferred Shares will have a right to receive $2,500.00 per Series C Preferred Share, plus any accrued and unpaid dividends (whether or not declared) to, but excluding, the date of payment, before any payments are made to the holders of our common shares or any other junior securities.

Except in certain circumstances relating to the preservation of the Company’s status as a real estate investment trust (“REIT”), the Company may not redeem the Series C Preferred Shares prior to September29, 2022. On or after September29, 2022, the Company may, at its option, redeem the Series C Preferred Shares (and the depositary will redeem the

number of Depositary Shares representing the Series C Preferred Shares redeemed) for cash, in whole or in part, at a redemption price of $25,000.00 per Series C Preferred Share (equal to $25.00 per Depositary Share), plus accrued and unpaid dividends, if any, to, but excluding, the redemption date. The Series C Preferred Shares have no stated maturity date and will not be subject to any sinking fund or mandatory redemption (except in certain circumstances relating to the preservation of the Company’s status as a REIT).

Holders of Series C Preferred Shares generally have no voting rights. However, if and whenever dividends payable on the Series C Preferred Shares are in arrears for six or more dividend periods, whether or not declared or consecutive, holders of Series C Preferred Shares (voting together as a class with holders of any other classes or series of preferred shares upon which like voting rights have been conferred and are exercisable) will be entitled to elect two additional trustees to serve on the Company’s Board of Trustees until the Company pays all accrued and unpaid dividends on the Series C Preferred Shares to which the holders thereof are entitled.

The Series C Preferred Shares and the Depositary Shares are not convertible into or exchangeable for any other property or securities.

On September29, 2017, the Company closed the offering of 6,000,000 Depositary Shares representing interests in Series C Preferred Shares. The terms of the Depositary Shares are set forth in the Deposit Agreement, dated as of September29, 2017, among the Company, American Stock Transfer& Trust Company, LLC, as Depositary, and the holders from time to time of depositary receipts issued thereunder (the “Deposit Agreement”).The Deposit Agreement is filed as Exhibit 4.1 hereto and incorporated herein by reference. A specimen receipt representing the Depositary Shares is filed as Exhibit 4.3 hereto and incorporated herein by reference.

(d) Exhibits.

FEDERAL REALTY INVESTMENT TRUST Exhibit
EX-1.1 2 d461629dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION FEDERAL REALTY INVESTMENT TRUST 6,…
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About Federal Realty Investment Trust (NYSE:FRT)

Federal Realty Investment Trust is an equity real estate investment trust (REIT) engaged in the ownership, management, and redevelopment of retail and mixed-use properties. The Trust owns or holds interests in community and neighborhood shopping centers and mixed-use properties, which are operated as approximately 90 retail real estate projects consisting approximately 21.4 million square feet, located primarily in the Northeast and Mid-Atlantic regions of the United States, as well as in California. The Company owns approximately six retail real estate properties through a joint venture. The Trust’s properties are located in the Northeast and Mid-Atlantic regions of the United States, as well as in California and South Florida. The Trust offers various options in specialty leasing and partnership marketing, which include carts and kiosks; temporary in-line store locations; holiday advertising and marketing, and environmental partnerships.