UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2012
Federal Realty Investment Trust
(Exact name of registrant as specified in its charter)
| Maryland | 1-07533 | 52-0782497 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1626 East Jefferson Street
Rockville, Maryland 20852-4041
(301) 998-8100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 230.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 230.13e-4(c)) |
Item 8.01. Other Events.
On May 8, 2012, Federal Realty Investment Trust (the “Company”) entered into a new Equity Distribution Agreement (the “New Agreement”) with Wells Fargo Securities, LLC (“Wells Fargo”), under which the Company may issue and sell, from time to time, up to $300,000,000 aggregate offering price of its common shares of beneficial interest, par value $0.01 per share (“Shares”), through Wells Fargo, acting as agent and/or principal. The New Agreement replaces the existing Equity Distribution Agreement dated February 24, 2011 (the “Initial Agreement”) with Wells Fargo, and no further issuances or sales may be made under the Initial Agreement. The Company issued and sold approximately $163,000,000 aggregate offering price of Shares of the $300,000,000 approved under the Initial Agreement. Accordingly, the New Agreement reflects an incremental increase of approximately $163,000,000 aggregate offering price of Shares over what remained under the Initial Agreement.
Sales of Shares, if any, will be made in negotiated transactions or transactions that are deemed to be “at the market” offerings, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. The Company will pay Wells Fargo compensation for sales of Shares at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the gross sales price of the Shares. Under the New Agreement, the Company may also sell Shares to Wells Fargo for its own account.
The New Agreement was executed in connection with the Company’s filing with the Securities and Exchange Commission of a new automatic shelf registration statement and a prospectus supplement, dated May 8, 2012.
The New Agreement 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 Agreement is qualified in its entirety by reference to such exhibit.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 |
Equity Distribution Agreement, dated May 8, 2012 between Federal Realty Investment Trust and Wells Fargo Securities, LLC | |
| 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) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FEDERAL REALTY INVESTMENT TRUST | ||||
| Date: May 8, 2012 | By: | /s/ Dawn M. Becker | ||
| Dawn M. Becker | ||||
| Executive Vice President-General Counsel and Secretary | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 1.1 |
Equity Distribution Agreement, dated May 8, 2012, between Federal Realty Investment Trust and Wells Fargo Securities, LLC | |
| 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) | |