Item 8.01. Other Events.
As previously disclosed in a Current Report on Form 8-K filed on February 24,
2021, Federal Realty Investment Trust (the "Company") entered into an Equity
Distribution Agreement (the "Distribution Agreement"), dated February 24, 2021,
with BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, Wells Fargo Securities, LLC and Jefferies LLC (the "agents") and
the forward purchasers identified therein, under which an aggregate offering
price of up to $500,000,000 of the Company's common shares of beneficial
interest, par value $.01 per share ("Shares"), may be offered to or through the
agents, acting as sales agents, principals, or forward sellers.
On May 7, 2021, the Company filed a new universal shelf registration statement
on Form S-3 (the "New Universal Shelf"). In connection with the New Universal
Shelf, the Company entered into an amendment (the "Amendment") to the
Distribution Agreement. Prior to the Amendment, the Company had sold Shares
under the Distribution Agreement having an aggregate offering price of
$95,642,284, including Shares currently subject to outstanding forward sales
agreements. The Amendment increased the amount of Shares the Company may sell
under the Distribution Agreement such that an aggregate offering price of
$500,000,000 of Shares remain available, as of May 7, 2021, for sale pursuant to
the terms thereof. From and after May 7, 2021, sales of Shares under the
Distribution Agreement will be made pursuant to the New Universal Shelf and the
prospectus supplement filed by the Company on May 7, 2021.
The Amendment is filed as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The foregoing description of the material
terms of the Amendment is qualified in its entirety by reference to such
exhibit.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Amendment No. 1, dated May 7, 2021, to Equity Distribution Agreement
dated February 22, 2021 among Federal Realty Investment Trust and the
forward purchasers and sales agents identified therein
5.1 Opinion of Pillsbury Winthrop Shaw Pittman LLP relating to legality
of the Shares
8.1 Opinion of Pillsbury Winthrop Shaw Pittman LLP relating to certain
tax matters
23.1 Consents of Pillsbury Winthrop Shaw Pittman LLP (contained in the
opinions filed as Exhibits 5.1 and 8.1 hereto)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses