ONE LIBERTY PROPERTIES, INC. (NYSE:OLP) Files An 8-K Entry into a Material Definitive Agreement

ONE LIBERTY PROPERTIES, INC. (NYSE:OLP) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01.

Entry into a Material Definitive Agreement.
On May 10, 2017, we entered into an Equity Offering Sales
Agreement (the Sales Agreement) with Deutsche Bank Securities
Inc. to sell shares (the Shares) of our common stock, par value
$1.00 per share, having an aggregate sales price of up to
$50,000,000, from time to time, through an at the market equity
offering program under which Deutsche Bank Securities Inc. will
act as sales agent (the Sales Agent).
The sales, if any, of the Shares made under the Sales Agreement
will be made by means of ordinary brokers transactions on the New
York Stock Exchange or otherwise at market prices prevailing at
the time of sale, at prices related to prevailing market prices
or at negotiated prices. Under the terms of the Sales Agreement,
we may also sell Shares to the Sales Agent as principal for its
own account at a price agreed upon at the time of sale. If we
sell Shares to the Sales Agent as principal, we will enter into a
separate terms agreement with the Sales Agent. Actual sales will
depend on a variety of factors to be determined by us from time
to time.
The Sales Agreement provides that the Sales Agent will be
entitled to compensation for its services that will not exceed,
but may be lower than, 2.0% of the gross sales price per share of
all Shares sold through it as Sales Agent under the Sales
Agreement. The Sales Agent is also entitled to reimbursement of
its reasonable expenses in an amount not to exceed $50,000. We
are not obligated to sell any of the Shares under the Sales
Agreement, and may at any time suspend solicitation and offers
under the agreement. Further, the Sales Agreement can be
terminated by us or the Sales Agent at any time.
The Shares will be issued to our shelf registration statement on
Form S-3 (File No. 333-216611). Concurrently herewith, we are
filing a prospectus supplement (the Prospectus Supplement), dated
May 10, 2017, with the Securities and Exchange Commission in
connection with the offer and sale of the Shares.
In the ordinary course of their business, the Sales Agent and/or
its affiliates have in the past provided, and may continue to
provide, certain commercial banking, financial advisory,
investment banking and other services for us for which the Sales
Agent and/or its affiliates have received and may continue to
receive customary fees and commissions. In addition, the Sales
Agent has advised that from time to time, it and/or its
affiliates have in the past effected, and may continue to effect,
transactions for their own account or the account of customers,
and have held, and may continue to hold, on behalf of themselves
or their customers, long or short positions in our equity
securities or loans.
This Current Report shall not constitute an offer to sell or the
solicitation of an offer to buy any security nor shall there by
any sale of these securities 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.
A copy of the Sales Agreement is attached as Exhibit 1.1 to this
Current Report and is incorporated by reference herein.
Also attached hereto as Exhibit 5.1, and incorporated by
reference to the Prospectus Supplement, is the opinion of Dentons
US LLP relating to the legality of the Shares.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
In reviewing the agreement included as an exhibit to this Current
Report on Form 8-K, please remember it is included to provide you
with information regarding its terms and is not intended to
provide any other factual or disclosure information about us or
the other party to the agreement. The agreement contain
representations and warranties by each of the parties thereto.
These representations and warranties have been made solely for
the benefit of the other party to the agreement and:
should not in all instances be treated as categorical
statements of fact, but rather as a way of allocating the
risk to one of the parties if those statements prove to
be inaccurate;
have been qualified by disclosures that were made to the
other party in connection with the negotiation of the
agreement, which disclosures are not necessarily
reflected in the agreement;
may apply standards of materiality in a way that is
different from what may be viewed as material to you or
other investors; and
were made only as of the date of the agreement or such
other date or dates as may be specified in the agreement
and are subject to more recent developments. Accordingly,
these representations and warranties may not describe the
actual state of affairs as of the date they were made or
at any other time.
Exhibit No.
Description of Document
1.1
Equity Offering Sales Agreement, dated May 10, 2017, by and
between One Liberty Properties, Inc. and Deutsche Bank
Securities Inc.
5.1
Opinion of Dentons US LLP.
23.1
Consent of Dentons US LLP (included as part of Exhibit
5.1).


About ONE LIBERTY PROPERTIES, INC. (NYSE:OLP)

One Liberty Properties, Inc. is a self-administered and self-managed real estate investment trust (REIT). The Company acquires, owns and manages a geographically diversified portfolio consisting of retail, industrial, flex and health and fitness properties. The Company owns approximately 110 properties and participates in joint ventures that own over five properties. These properties and the properties owned by its joint ventures are located in approximately 30 states and have an aggregate of over 8.2 million square feet (including an aggregate of approximately 967,000 square feet at properties owned by its joint ventures). The Company’s properties include Fort Mill, Royersford, Round Rock, W.Hartford, Delport, Brooklyn, Lakemoor, Tucker, Cedar Park, Lake Charles, Sandy Springs, Wichita, Melville, Ronkonkoma, Niles, Amarillo, Deptford, Lexington, Hyannis, Gurnee, Pinellas Park, Cartersville, Kennesaw, Killeen, Marston Mills, Gettysburg, Palmyra, Hanover, Durham, Seattle and Joppa.

ONE LIBERTY PROPERTIES, INC. (NYSE:OLP) Recent Trading Information

ONE LIBERTY PROPERTIES, INC. (NYSE:OLP) closed its last trading session down -0.15 at 23.70 with 39,901 shares trading hands.

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