Preferred Apartment Communities, Inc. (NYSE:APTS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Warrant Agreement
On February 23, 2017, the Preferred Apartment Communities, Inc.
(the Company) entered into a warrant agreement (the “Warrant
Agreement”) with Computershare Trust Company, N.A. (the Warrant
Agent), as agent for the Company in respect of the Warrants (as
defined below), which governs the Warrants to be issued in a
public offering by the Company (the “Offering”) to the
Registration Statement (as defined below) of up to a maximum of
1,500,000 shares of the Companys Series A Redeemable Preferred
Stock, par value $0.01 per share, and warrants (the “Warrants”),
to purchase a up to a maximum of 30,000,000 shares of the
Companys common stock, par value $0.01 per share (“Common
Stock”). The Offering is being made to a final prospectus, dated
February 14, 2017, which forms a part of the Companys
registration statement on Form S-3 (File No. 333-211924) (the
“Registration Statement”), which was declared effective by the
Securities and Exchange Commission on February 14, 2017.
(the Company) entered into a warrant agreement (the “Warrant
Agreement”) with Computershare Trust Company, N.A. (the Warrant
Agent), as agent for the Company in respect of the Warrants (as
defined below), which governs the Warrants to be issued in a
public offering by the Company (the “Offering”) to the
Registration Statement (as defined below) of up to a maximum of
1,500,000 shares of the Companys Series A Redeemable Preferred
Stock, par value $0.01 per share, and warrants (the “Warrants”),
to purchase a up to a maximum of 30,000,000 shares of the
Companys common stock, par value $0.01 per share (“Common
Stock”). The Offering is being made to a final prospectus, dated
February 14, 2017, which forms a part of the Companys
registration statement on Form S-3 (File No. 333-211924) (the
“Registration Statement”), which was declared effective by the
Securities and Exchange Commission on February 14, 2017.
The Warrants will be issued either in certificated form or by
“book-entry” form, in either case to the Depository Trust
Company, and evidenced by one or more global warrants, a form of
which is attached as an exhibit to the Warrant Agreement. Those
investors who will own beneficial interests in a global warrant
will do so through participants in DTCs system, and the rights of
these indirect owners will be governed solely by the Warrant
Agreement and the applicable procedures of DTC and its
participants. The Warrants may be exercised by delivering to the
Warrant Agent, through a broker who is a DTC participant, prior
to the expiration of such Warrants, a duly signed exercise notice
and payment of the exercise price for the shares of the Common
Stock for which such Warrants are being exercised.
“book-entry” form, in either case to the Depository Trust
Company, and evidenced by one or more global warrants, a form of
which is attached as an exhibit to the Warrant Agreement. Those
investors who will own beneficial interests in a global warrant
will do so through participants in DTCs system, and the rights of
these indirect owners will be governed solely by the Warrant
Agreement and the applicable procedures of DTC and its
participants. The Warrants may be exercised by delivering to the
Warrant Agent, through a broker who is a DTC participant, prior
to the expiration of such Warrants, a duly signed exercise notice
and payment of the exercise price for the shares of the Common
Stock for which such Warrants are being exercised.
Holders of Warrants may exercise the Warrants at any time
beginning one year from the date of issuance up to 5:00 p.m., New
York City time, on the date that is four years after the date of
issuance. The Warrants are exercisable, at the option of each
holder, in whole, but not in part, by delivering to the Warrant
Agent a duly executed exercise notice accompanied by payment in
full for the number of shares of Common Stock purchased upon such
exercise (except in the case of a cashless exercise in the
circumstances discussed below). Each Warrant is exercisable for
20 shares of Common Stock (subject to adjustment, as discussed
below). The holder of Warrants does not have the right to
exercise any portion of the Warrant if the holder (together with
its affiliates and any other person acting as a group together
with such holder or any of its affiliates) would beneficially own
in excess of 9.8% in value of the shares of the Companys capital
stock outstanding, or 9.8% (in value or number of shares,
whichever is more restrictive) of the number of shares of Common
Stock outstanding, in each case, immediately after giving effect
to such exercise.
beginning one year from the date of issuance up to 5:00 p.m., New
York City time, on the date that is four years after the date of
issuance. The Warrants are exercisable, at the option of each
holder, in whole, but not in part, by delivering to the Warrant
Agent a duly executed exercise notice accompanied by payment in
full for the number of shares of Common Stock purchased upon such
exercise (except in the case of a cashless exercise in the
circumstances discussed below). Each Warrant is exercisable for
20 shares of Common Stock (subject to adjustment, as discussed
below). The holder of Warrants does not have the right to
exercise any portion of the Warrant if the holder (together with
its affiliates and any other person acting as a group together
with such holder or any of its affiliates) would beneficially own
in excess of 9.8% in value of the shares of the Companys capital
stock outstanding, or 9.8% (in value or number of shares,
whichever is more restrictive) of the number of shares of Common
Stock outstanding, in each case, immediately after giving effect
to such exercise.
If, on the date of exercise of any Warrant, a registration
statement covering the issuance of the shares of Common Stock
issuable upon exercise of the Warrant is not effective and an
exemption from registration (other than Section 3(a)(9) of the
Securities Act of 1933) is not available for the issuance of the
shares of Common Stock issuable upon exercise of the Warrant, the
holder may only exercise its Warrant on a cashless basis. When
exercised on a cashless basis, a portion of the Warrant
statement covering the issuance of the shares of Common Stock
issuable upon exercise of the Warrant is not effective and an
exemption from registration (other than Section 3(a)(9) of the
Securities Act of 1933) is not available for the issuance of the
shares of Common Stock issuable upon exercise of the Warrant, the
holder may only exercise its Warrant on a cashless basis. When
exercised on a cashless basis, a portion of the Warrant
is cancelled in payment of the purchase price payable in
respect of the number of shares of Common Stock purchasable
upon such exercise. Any Warrant that is outstanding on the
termination date of the Warrant shall be automatically
terminated.
respect of the number of shares of Common Stock purchasable
upon such exercise. Any Warrant that is outstanding on the
termination date of the Warrant shall be automatically
terminated.
The exercise price of the Common Stock purchasable upon
exercise of the Warrants equals a 20% premium to the current
market price per share of our Common Stock on the date of
issuance of such Warrant, subject to a minimum exercise price
of $19.50 per share. The current market price will be
determined using the closing price of the Common Stock on the
trading day immediately preceding the issuance of such Warrant.
The exercise price and the number of shares of Common Stock
issuable upon exercise of the Warrants is subject to
appropriate adjustment in relation to certain events, such as
recapitalizations, stock dividends, stock splits, stock
combinations, reclassifications or similar events affecting the
Common Stock.
exercise of the Warrants equals a 20% premium to the current
market price per share of our Common Stock on the date of
issuance of such Warrant, subject to a minimum exercise price
of $19.50 per share. The current market price will be
determined using the closing price of the Common Stock on the
trading day immediately preceding the issuance of such Warrant.
The exercise price and the number of shares of Common Stock
issuable upon exercise of the Warrants is subject to
appropriate adjustment in relation to certain events, such as
recapitalizations, stock dividends, stock splits, stock
combinations, reclassifications or similar events affecting the
Common Stock.
Subject to applicable law, the Warrants may be transferred at
the option of the holder upon surrender of the Warrants with
the appropriate instruments of transfer.
the option of the holder upon surrender of the Warrants with
the appropriate instruments of transfer.
The Common Stock is listed on New York Stock Exchange (“NYSE”).
The Warrants are not listed on NYSE or any other securities
exchange or trading system, nor does the Company plan on making
an application to list the Warrants on NYSE or any other
securities exchange or trading system.
The Warrants are not listed on NYSE or any other securities
exchange or trading system, nor does the Company plan on making
an application to list the Warrants on NYSE or any other
securities exchange or trading system.
Except by virtue of such holders ownership of shares of Common
Stock, the holders of the Warrants will not have the rights or
privileges of holders of Common Stock, including any voting
rights, until they exercise their Warrants.
Stock, the holders of the Warrants will not have the rights or
privileges of holders of Common Stock, including any voting
rights, until they exercise their Warrants.
No fractional shares of Common Stock will be issued upon the
exercise of the Warrants. Rather, the Company shall, at its
election, either pay a cash adjustment in respect of such
fraction in an amount equal to such fraction multiplied by the
exercise price or round up the number of shares of Common Stock
to be issued to the nearest whole number.
exercise of the Warrants. Rather, the Company shall, at its
election, either pay a cash adjustment in respect of such
fraction in an amount equal to such fraction multiplied by the
exercise price or round up the number of shares of Common Stock
to be issued to the nearest whole number.
The Warrant Agreement contains customary representations,
warranties, and agreements by the Company, customary
conditions, other obligations of the parties and
indemnification obligations of the Company.
warranties, and agreements by the Company, customary
conditions, other obligations of the parties and
indemnification obligations of the Company.
A summary of the material terms of each of the Warrant
Agreement has been included to provide investors and security
holders with information regarding their respective terms.
Neither such summaries nor the agreements themselves are
intended to provide any other factual information about the
Company. The representations, warranties and covenants
contained in such agreements were made only for purposes of
such agreements and as of specific dates, were solely for the
benefit of the parties to such agreements, and may be subject
to limitations agreed upon by the contracting parties.
Agreement has been included to provide investors and security
holders with information regarding their respective terms.
Neither such summaries nor the agreements themselves are
intended to provide any other factual information about the
Company. The representations, warranties and covenants
contained in such agreements were made only for purposes of
such agreements and as of specific dates, were solely for the
benefit of the parties to such agreements, and may be subject
to limitations agreed upon by the contracting parties.
A copy of the Warrant Agreement is filed as Exhibit 4.1 hereto,
and is incorporated herein by reference. The foregoing summary
description of the material terms of the Warrant and the
and is incorporated herein by reference. The foregoing summary
description of the material terms of the Warrant and the
documentation related thereto does not purport to be complete
and is qualified in its entirety by reference to the
Registration Statement and such documents, including the
Warrant Agreement.
and is qualified in its entirety by reference to the
Registration Statement and such documents, including the
Warrant Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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4.1
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Warrant Agreement, dated February 23, 2017 between
Preferred Apartment Communities, Inc. and Computershare Trust Company, N.A. |
About Preferred Apartment Communities, Inc. (NYSE:APTS)
Preferred Apartment Communities, Inc. is a real estate investment trust (REIT). The Company is formed primarily to acquire and operate multifamily properties in select-targeted markets throughout the United States. It operates through three segments: multifamily communities, retail and real estate related financing. The multifamily communities segment consists of owned residential multifamily communities. It owns approximately 20 multifamily communities with a total of over 6,140 units in over eight states. The retail segment consists of owned grocery-anchored shopping centers. The Company owns over 31 grocery-anchored centers across over seven Sunbelt states. It owns Champions Village, a Randalls-anchored shopping center. The financing segment consists of a portfolio of real estate loans, bridge loans and other financial instruments, which partially finance the development, construction and prestabilization carrying costs of multifamily communities and other real estate assets. Preferred Apartment Communities, Inc. (NYSE:APTS) Recent Trading Information
Preferred Apartment Communities, Inc. (NYSE:APTS) closed its last trading session down -0.01 at 14.17 with 88,128 shares trading hands.
