Item 8.01 Other Events.
On
Sales of the Shares, if any, may be made by means of ordinary brokers' transactions on the Nasdaq Global Select Market ("Nasdaq"), in negotiated transactions or in transactions that are deemed to be "at-the-market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including sales made to or through a market maker other than on an exchange, in block transactions or by any other method permitted by law, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to certain minimum prices. The applicable Agent, as sales agent or as Forward Seller, as applicable, will use its commercially reasonable efforts consistent with its normal trading and sales practices to solicit offers to purchase Shares, under the terms and subject to the conditions set forth in the sales agreement. The Company or any of the Agents may suspend the offering at any time upon proper notice and subject to other conditions.
The Company also may sell Shares to each of the Agents, as principal for its own account, at a price to be agreed upon at the time of sale. If the Company sells Shares to any of the Agents as principal, it will enter into a separate terms agreement with such Agent, and it will describe the terms agreement in a separate prospectus supplement or pricing supplement.
The Company will pay each of the Agents acting as its sales agent a commission that will not exceed, but may be lower than, 2.0% of the gross sales price per share of Shares sold through it as sales agent under the sales agreement. The compensation to each Agent acting as a Forward Seller will be a mutually agreed commission in the form of a reduction to the initial forward price under the related forward sale agreement that will not exceed, but may be lower than, 2.0% of the gross sales price of the borrowed shares sold through such Agent, acting as Forward Seller, during the applicable forward hedge selling period for such shares (which gross sales price will be adjusted for daily accruals based on a floating interest rate and specified amounts related to expected dividends on shares of common stock if an "ex-dividend" date occurs during such forward hedge selling period).
None of the Agents, whether acting as sales agent or as Forward Seller, is required to sell any specific number or dollar amount of Shares but each will use its commercially reasonable efforts, as the Company's sales agent or Forward Seller, as applicable, and subject to the terms of the sales agreement, to sell the Shares offered as instructed by the Company (if acting as the Company's sales agent) and all the shares borrowed by the relevant Forward Purchaser pursuant to the sales agreement (if acting as Forward Seller). The offering of the Shares pursuant to the sales agreement will terminate upon the earlier of (1) the sale of all the Shares subject to the sales agreement (including Shares sold by the Company to or through the Agents and borrowed shares sold through the Agents, acting as Forward Sellers) or (2) termination of the sales agreement in accordance with its terms.
The sales agreement contemplates that, in addition to the issuance and sale by
the Company of Shares to or through the Agents as sales agents, the Company may
enter into separate forward sale agreements (each, together with any related
pricing supplement, a "forward sale agreement," and, collectively, the "forward
sale agreements"), with any of, respectively,
The Company currently expects to fully physically settle each forward sale agreement, if any, 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. If the Company elects to cash settle any forward sale agreement, it may not receive any proceeds and it may owe cash to the relevant Forward Purchaser. If the Company elects to net share settle any forward sale agreement, it will not receive any proceeds, and it may owe Shares to the relevant Forward Purchaser.
The Company intends to contribute the net proceeds from any sales of the Shares
to or through the Agents and the net cash proceeds from the settlement of any
forward sale agreement to the
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Any Shares that may be offered and sold pursuant to the sales agreement will be
offered and sold pursuant to an effective shelf registration statement filed
with the
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy 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.
The sales agreement (which includes, as an exhibit thereto, the form of the forward sale agreement) is filed as Exhibit 1.1 to this Current Report. The description of certain provisions of the sales agreement and the forward sale agreement appearing in this Current Report is not complete and is subject to, and qualified in its entirety by reference to, the sales agreement (including such form of forward sale agreement included therein) filed herewith as an exhibit and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Description of Exhibit 1.1 Sales Agreement, datedFebruary 10, 2022 , by and amongPhillips Edison & Company, Inc. ,Phillip Edison Grocery Center Operating Partnership I, L.P. , andMorgan Stanley & Co. LLC ,BMO Capital Markets Corp. ,BofA Securities, Inc. ,BTIG, LLC ,Capital One Securities, Inc. ,CIBC World Markets Corp. ,Citigroup Global Markets Inc. ,Fifth Third Securities, Inc. ,Goldman Sachs & Co. LLC ,Jefferies LLC ,J.P. Morgan Securities LLC ,KeyBanc Capital Markets Inc. ,Mizuho Securities USA LLC ,Regions Securities LLC andWells Fargo Securities, LLC , as sales agents, forward sellers and/or principals, andMorgan Stanley & Co. LLC ,Bank of America, N.A ., Bank of Montreal, Canadian Imperial Bank of Commerce,Citibank, N.A . (or an affiliate thereof),Goldman Sachs & Co. LLC ,Jefferies LLC ,JPMorgan Chase Bank, National Association ,KeyBanc Capital Markets Inc. ,Mizuho Markets Americas LLC ,Regions Securities LLC andWells Fargo Bank, National Association , as forward purchasers. 5.1 Opinion ofVenable LLP . 23.1 Consent ofVenable LLP (contained in the opinion filed as Exhibit 5.1 hereto). 99.1 Form of forward sale agreement, betweenPhillips Edison & Company, Inc. and a Forward Purchaser (included as part of Exhibit 1.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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