Pennsylvania Real Estate Investment Trust (NYSE:PEI-B) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On January18, 2017, Pennsylvania Real Estate Investment Trust
(the Company) entered into a Purchase Agreement (the Purchase
Agreement) by and among the Company, PREIT Associates, L.P., a
Delaware limited partnership and the Companys operating
partnership, and Wells Fargo Securities, LLC, as representative
of the several underwriters named therein (the Underwriters), to
which the Company agreed to offer and sell 6,000,000 shares of
its 7.20% Series C Cumulative Redeemable Perpetual Preferred
Shares, par value $0.01 per share (the Series C Preferred
Shares). The Series C Preferred Shares were offered to the public
at a price of $25.00 per share, and were offered to the
Underwriters at a price of $24.2125 per share. to the terms of
the Purchase Agreement, the Company granted the Underwriters a
30-day option to purchase up to an additional 900,000 Series C
Preferred Shares. The closing of the offering is expected to
occur on January27, 2017.
The Company estimates that the net proceeds from this offering,
after deducting underwriting discounts and commissions and
estimated offering expenses payable by the Company, will be
approximately $144.8 million. The Company intends to use the net
proceeds from the offering to repay all or a portion of the
amounts outstanding under its 2013 Revolving Facility, for
general business purposes and possibly to redeem some or all of
the Companys outstanding Series A Preferred Shares with an
aggregate liquidation preference of approximately $115.0 million
when eligible for redemption in April 2017.
The Company made certain customary representations, warranties
and covenants concerning the Company and the registration
statement in the Purchase Agreement and also agreed to indemnify
the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. The
closing of the offering is subject to customary closing
conditions to the terms of the Purchase Agreement.
Some of the Underwriters and their affiliates have engaged in
investment banking and other commercial dealings in the ordinary
course of business with the Company and therefore may have an
interest in the successful completion of this offering in
addition to the underwriting discounts and commissions they will
receive in connection with the offering. In addition, affiliates
of certain of the Underwriters are lenders under the Companys
2013 Revolving Facility. Since the Company intends to use a
portion of the net proceeds from this offering to repay amounts
outstanding under its 2013 Revolving Facility, these lenders will
receive a portion of the net proceeds from this offering through
the repayment of such borrowings. Stifel, Nicolaus Company,
Incorporated may pay an unaffiliated entity or its affiliate, who
is also a lender under the Companys 2013 Revolving Facility, a
fee in connection with this offering. In addition, Wells Fargo
Shareowner Services, an affiliate of Wells Fargo Securities, LLC,
is the registrar and transfer agent for the Companys preferred
and common shares.
A copy of the Purchase Agreement is attached to this report as
Exhibit 1.1 and incorporated herein by reference. The summary set
forth above is qualified in its entirety by reference to Exhibit
1.1.
Item9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 1.1 |
Purchase Agreement dated January 18, 2017, by and among the Company, PREIT Associates, L.P. and Wells Fargo Securities, LLC, as representative of the several Underwriters listed on Schedule A attached thereto |
|
| 5.1 |
Opinion of Hogan Lovells US LLP regarding the legality of the Series C Preferred Shares |
|
| 12.1 |
Computation of Ratio of Earnings to Fixed Charges and Preferred Dividends |
|
| 23.1 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1) |
Pennsylvania Real Estate Investment Trust (NYSE:PEI-B) Recent Trading Information
Pennsylvania Real Estate Investment Trust (NYSE:PEI-B) closed its last trading session down -0.02 at 25.13 with 17,612 shares trading hands.