TIER REIT,Inc. (NYSE:TIER) Files An 8-K Other Events
ITEM 8.01. OTHER EVENTS.
In connection with the commencement of an at the market equity
offering program, TIER REIT,Inc. (the Company) filed with the
Securities and Exchange Commission (SEC) a prospectus supplement
dated May10, 2017 (the Prospectus Supplement), to which the
Company may issue and sell shares of its common stock having an
aggregate offering price of up to $125,000,000 (the Shares), in
amounts and at times to be determined by the Company from time to
time. The Company has no obligation to sell any of the Shares.
Actual sales will depend on a variety of factors to be determined
by the Company from time to time, including, among others, market
conditions, the trading price of the Companys common stock,
determinations by the Company of the appropriate sources of
funding for the Company and potential uses of funding available
to the Company. The Company intends to use the net proceeds from
the offering of the Shares, if any, for general corporate
purposes, which may include future acquisitions, development and
repayment of indebtedness, including borrowings under the
Companys credit facility.
In connection with the offering, the Company entered into
separate sales agreements (collectively, the Sales Agreements),
each dated May10, 2017, with each of Cantor Fitzgerald Co., BMO
Capital Markets Corp., Jefferies LLC, JMP Securities LLC and J.P.
Morgan Securities LLC (collectively, the Sales Agents). to the
Sales Agreements, the Company may issue and sell the Shares from
time to time through the Sales Agents, as the Companys agents for
the offer and sale of the Shares. Sales of Shares, if any, may be
made in negotiated transactions, which may include block trades,
or transactions that are deemed to be at the market offerings as
defined in Rule415 of the Securities Act of 1933, as amended,
including sales made directly on the New York Stock Exchange or
any other existing trading market for the Companys common stock.
The Company will pay each of the Sales Agents a commission, which
in each case, will not be more than 2.0% of the gross sales price
of Shares sold through it as the Companys agent under the
applicable Sales Agreement.
The offering of the Shares to any Sales Agreement will terminate
upon the earlier of (1)the issuance and sale of all of the Shares
subject to the Sales Agreements and (2)the termination of the
Sales Agreement by either the Company or the respective Sales
Agent in accordance with its terms.
The Shares will be issued to the Prospectus Supplement and the
Companys registration statement on FormS-3 (File No.333-213285)
filed with the SEC on August24, 2016.
The foregoing description of the Sales Agreements is qualified in
its entirety by reference to the form of Sales Agreement filed as
Exhibit1.1 to this Current Report on Form8-K and incorporated
herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
|
ExhibitNumber |
|
Description |
|
1.1* |
Formof Sales Agreement |
|
|
5.1* |
Opinion of Goodwin Procter LLP with respect to the validity |
|
|
23.1* |
Consent of Goodwin Procter LLP (contained in its opinion |
* Filed herewith
About TIER REIT, Inc. (NYSE:TIER)
TIER REIT, Inc. is a real estate investment trust. The Company’s business consists of owning, acquiring, developing, operating, investing in, and disposing of real estate assets. The Company’s business is conducted through Tier Operating Partnership LP (Tier OP). As of December 31, 2016, the Company owned interests in 29 operating office properties, one non-operating property and one development property located in 13 markets throughout the United States. It owns properties located in metropolitan cities and suburban markets in the United States. The Company’s office properties include The Terrace Office Park, Domain 3, Domain 4, 5950 Sherry Lane, Burnett Plaza, Loop Central, One BriarLake Plaza, Three Eldridge Place, Eisenhower I, Forum Office Park, 500 E. Pratt, Woodcrest Corporate Center and 111 Woodcrest. The Company’s properties are located in Austin, Dallas, Houston, Charlotte, Nashville, Atlanta and Denver. TIER REIT, Inc. (NYSE:TIER) Recent Trading Information
TIER REIT, Inc. (NYSE:TIER) closed its last trading session 00.00 at 16.51 with 170,491 shares trading hands.