Item 8.01. Other Events.
In connection with the commencement of a "continuous equity offering" (the
"Offering"), under which Douglas Emmett, Inc. (the "Company") may sell up to an
aggregate of $400.0 million of shares of its common stock (the "Shares") from
time to time in "at the market" offerings, on October 9, 2020, the Company filed
with the Securities and Exchange Commission (the "SEC") a prospectus supplement
(the "Prospectus Supplement"). The Company may sell the Shares in amounts and at
times to be determined by the Company from time to time, but has no obligation
to sell any of the Shares in the Offering. 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 Company's common stock,
capital needs and determinations by the Company of the appropriate sources of
funding for 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 projects or the repayment of
indebtedness.
The Offering will occur pursuant to an equity distribution agreement (the
"Agreement") dated October 9, 2020, entered into by the Company, Douglas Emmett
Management, Inc., a Delaware corporation, and Douglas Emmett Properties, LP, a
Delaware limited partnership, with Wells Fargo Securities, LLC, J.P. Morgan
Securities LLC and Jefferies LLC, as agents for the offer and sale of the Shares
(each, an "Agent," and together, the "Agents"). The Agreement has a term of up
to three years and provides that the Company may offer and sell from time to
time pursuant to the Agreement up to $400.0 million of Shares during such term.
Sales of the Shares, if any, made through the Agents, as sales agents, as
contemplated by the Prospectus Supplement and accompanying prospectus, may be
made (1) by means of ordinary brokers' transactions on the New York Stock
Exchange at market prices prevailing at the time of sale, in negotiated
transactions or as otherwise agreed by the Company, the applicable Agent and the
applicable investor, (2) to or through any market maker or (3) on or through any
other national securities exchange or facility thereof, trading facility of a
securities association or national securities exchange, alternative trading
system, electronic communication network or other similar market venue. The
Company will pay each of the Agents a commission that will not (except as
provided below) exceed, but may be lower than, 2.0% of the gross sales price of
Shares sold through such Agent, as sales agent, under the Agreement. The Company
may also agree with the applicable Agent to sell shares other than through
ordinary brokers' transactions using sales efforts and methods that may
constitute "distributions" within the meaning of Rule 100 of Regulation M under
the Securities Exchange Act of 1934, as amended, and the Company and the
applicable Agent will agree to compensation for the applicable Agent for such
sales.
Under the terms of the Agreement, the Company may also sell shares of its common
stock to any of the Agents, as principal, at a price per share to be agreed upon
at the time of sale. If the Company sells shares to an Agent as principal, the
Company will enter into a separate terms agreement with that Agent and it will
describe the terms of the offering of those shares in a separate prospectus
supplement.
None of the Agents is required to sell any specific number or dollar amount of
Shares, but each will use its commercially reasonable efforts, as sales agents
and subject to the terms of the Agreement, to sell the Shares offered, as
instructed by the Company. The Shares offered and sold through the Agents, as
sales agents, pursuant to the Prospectus Supplement and the accompanying
prospectus will be offered and sold through only one Agent on any given day. The
offering of Shares pursuant to the Agreement will terminate upon the earlier of
(i) the sale of Shares having an aggregate offering price of $400.0 million and
(ii) the termination of the Agreement by the Company, by each of the Agents, or
by its terms, as applicable.
The Shares will be issued pursuant to the Prospectus Supplement and the
Company's automatic shelf registration statement on Form S-3 (File No.
333-249409) filed on October 9, 2020 with the SEC. This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of an offer to buy
any security nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
Affiliates of the Agents are lenders and, in certain cases, agents under the
Company's revolving credit facility and/or certain of the Company's term loans,
including those of the Company's unconsolidated fund. In addition, affiliates of
J.P. Morgan are tenants in certain of the Company's office properties, with
leases that collectively represent less than 1.0% of the Company's annualized
rent as of June 30, 2020.
The description of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the Agreement filed as Exhibit 1.1 to
this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Equity Distribution Agreement, dated October 9, 2020, by and among
Douglas Emmett, Inc., Douglas Emmett Management, Inc., Douglas Emmett
Properties, LP, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and
Jefferies LLC
5.1 Opinion of Venable LLP regarding the legality of the shares offered
23.1 Consent of Venable LLP (included in Exhibit 5.1)
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