Item 8.01 Other Events
Common Stock Repurchase Program
On
Equity Distribution Agreements
On
The Common Stock sold in the offering will be issued pursuant to a prospectus
supplement filed with the
Subject to the terms and conditions of the Equity Distribution Agreements, the
Sales Agents, whether acting as the Company's sales agents or as Forward
Sellers, will use their commercially reasonable efforts, consistent with their
normal trading and sales practices and applicable law and regulations, to sell
the Common Stock that may be designated by the Company (if acting as the
Company's sales agents) and the Common Stock borrowed by the relevant Forward
Purchasers pursuant to the Equity Distribution Agreements (if acting as Forward
Sellers), in each case on the terms and subject to the conditions of the Equity
Distribution Agreements. Sales, if any, of the Common Stock made through the
Sales Agents, as the Company's sales agents, or as Forward Sellers pursuant to
the Equity Distribution Agreements, may be made in "at the market" offerings (as
defined in Rule 415 under the Securities Act of 1933, as amended (the
"Securities Act")), by means of ordinary brokers' transactions on the
The Company or any Sales Agent may at any time suspend an offering of Common
Stock pursuant to the terms of the Equity Distribution Agreements. The offering
of Common Stock pursuant to the Equity Distribution Agreements will terminate
upon the earliest of (i) the sale of shares of our common stock subject to the
Sales Agreements (including shares sold by us to or through the Sales Agents and
borrowed shares sold by the Forward Sellers) and any terms agreement having an
aggregate gross sales price of
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023, the third anniversary of the Equity Distribution Agreements unless extended by us and the Sales Agent, the Forward Seller, and the Forward Purchaser.
The Company and the
The Equity Distribution Agreements provide that, in addition to issuance and sale of Common Stock through the Sales Agents, the Company also may enter into one or more letter agreements (each, a "Forward Contract") with each of the Forward Purchasers in a form attached as Exhibit G to the Equity Distribution Agreements. Under the terms of any Forward Contract, the relevant Forward Purchaser will, at the Company's request from time to time pursuant to mutually agreed instructions and a supplemental confirmation (together with the applicable Forward Contract, a "Forward Sale Agreement"), borrow from third parties and, through the relevant Sales Agent, sell a number of shares of Common Stock equal to the number of shares underlying the particular Forward Sale Agreement. The Company will not initially receive any proceeds from any sale of Common Stock borrowed by a Forward Purchaser and sold through a Forward Seller. The Company expects to fully physically settle each Forward Sale Agreement with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of such Forward Sale Agreement, in which case the Company expects to receive aggregate cash proceeds at settlement equal to the number of shares of the Company's Common Stock underlying such Forward Sale Agreement multiplied by the then-applicable forward sale price per share. Although the Company expects to settle any Forward Sale Agreements by the physical delivery of shares of Common Stock in exchange for cash proceeds, the Forward Sale Agreements will allow the Company to cash or net-share settle all or a portion of its obligations. If the Company elects to cash settle any Forward Sale Agreement, the Company may not receive any proceeds and the Company may owe cash to the relevant Forward Purchaser. If the Company elects to net share settle any Forward Sale Agreement, the Company will not receive any cash proceeds, and the Company may owe Shares to the relevant Forward Purchaser.
The Company intends to use the net proceeds from this offering for general corporate purposes. Pending application of cash proceeds, the Company will invest the net proceeds from this offering in interest-bearing accounts and short-term, interest-bearing securities in a manner that is consistent with our intention to qualify for taxation as a REIT.
The Company will pay each Sales Agent a Commission of up to 2.0% of the gross sales price of the Common Stock sold through it pursuant to the Equity Distribution Agreements. The compensation to each Sales Agent acting as a Forward Seller will be a reduction to the initial forward price under the related Forward Contract of up to 2.0% of the actual sale prices of all borrowed Common Stock sold through such Sales Agent, acting as Forward Seller.
A copy of the form of Equity Distribution Agreement, including the form of Forward Contract, is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.
Item 9.01 Financial Statements and Exhibits (d) The following exhibits are attached to this Current Report on Form 8-K: 1.1 Form of Equity Distribution Agreement, datedJanuary 9, 2020 , by and amongBrixmor Property Group Inc. ,Brixmor Operating Partnership L.P. and each sales agent and its respective forward seller and forward purchaser 5.1 Opinion ofHogan Lovells US LLP regarding the legality of the Common Stock 23.1 Consent ofHogan Lovells US LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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