Form 8-K

 

 

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 5, 2015

 

 

ARMADA HOFFLER PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-35908   46-1214914

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

222 Central Park Avenue, Suite 2100

Virginia Beach, Virginia

   23462
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (757) 366-4000

Not Applicable

(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 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01. Other Events.

On May 5, 2015, Armada Hoffler Properties, Inc. (the “Company”) and Armada Hoffler, L.P. (the “Operating Partnership”) entered into (i) an ATM Equity OfferingSM Sales Agreement, dated May 5, 2015 (the “Merrill Lynch Sales Agreement”), by and among the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and (ii) an ATM Equity OfferingSM Sales Agreement, dated May 5, 2015 (the “Baird Sales Agreement”, and together with the Merrill Lynch Sales Agreement, the “Sales Agreements”), by and among the Company, the Operating Partnership and Robert W. Baird & Co. Incorporated (“Baird”, and together with Merrill Lynch, the “Sales Agents”) in connection with the commencement of a new at-the-market continuous equity program (the “Program”). Pursuant to the terms and conditions of the Sales Agreement, the Company may, from time to time, issue and sell through or to the Sales Agents, shares of its common stock, $0.01 par value per share, having an aggregate offering price of up to $50,000,000 (the “Shares”).

Sales of the Shares, if any, under the Sales Agreements may be made in transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the NYSE or sales made to or through a market maker or through an electronic communications network. The Company or any of the Sales Agents may at any time suspend the offering or terminate the Sales Agreements pursuant to the terms of the Sales Agreements. The actual sale of Shares under the Program will depend on a variety of factors to be determined by the Company from time to time, including, among other things, 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 has no obligation to sell any of the Shares, and may at any time suspend offers under the Sales Agreements or terminate the Sales Agreements.

Each Sales Agent will be entitled to a commission that will not exceed, but may be lower than, 2.0% of the gross offering proceeds of Shares sold through it as sales agent. Under the terms of each Agreement, the Company also may sell Shares to each Sales Agent as principal, pursuant to a separate agreement, for its own account at a price agreed upon in writing at the time of sale.

Each of the Sales Agents has agreed, subject to the terms and conditions of the Sales Agreements, to use its commercially reasonable efforts consistent with its normal sales practices to execute any order that the Company submits to it under the Sales Agreements and with respect to which such Sales Agent has agreed to act as the Company’s sales agent.

The Company intends to contribute the net proceeds from the sale of Shares under the Program to the Operating Partnership in exchange for units of limited partnership interest in the Operating Partnership. Operating Partnership intends to use any net proceeds from the sale of its Shares under the Sales Agreements to fund development or redevelopment activities, fund potential acquisition opportunities, repay indebtedness, including amounts outstanding under its unsecured revolving credit facility, or for general corporate purposes.

The Shares will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-196473), and a prospectus supplement relating to the Shares that was filed with the Securities and Exchange Commission on May 5, 2015. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration of qualification under the securities laws of any such state.

The Merrill Lynch Sales Agreement and the Baird Sales Agreement are filed as Exhibits 1.1 and 1.2, respectively, to this Current Report. The description of the Sales Agreements do not purport to be complete and are qualified in their entirety by reference to the Sales Agreements filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

   

Description

  1.1    ATM Equity OfferingSM Sales Agreement, dated May 5, 2015, by and among Armada Hoffler Properties, Inc., Armada Hoffler, L.P., and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
  1.2    ATM Equity OfferingSM Sales Agreement, dated May 5, 2015 by and among Armada Hoffler Properties, Inc., Armada Hoffler, L.P. and Robert W. Baird & Co. Incorporated
  5.1    Opinion of Morrison & Foerster LLP regarding the legality of shares.
23.1    Consent of Morrison & Foerster LLP (included in Exhibit 5.1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ARMADA HOFFLER PROPERTIES, INC.
Dated: May 5, 2015 By:

/s/ Eric L. Smith

Eric L. Smith
Vice President of Operations and Secretary

EXHIBIT INDEX

 

Exhibit
No.

   

Description

  1.1    ATM Equity OfferingSM Sales Agreement, dated May 5, 2015, by and among Armada Hoffler Properties, Inc., Armada Hoffler, L.P., and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
  1.2    ATM Equity OfferingSM Sales Agreement, dated May 5, 2015 by and among Armada Hoffler Properties, Inc., Armada Hoffler, L.P. and Robert W. Baird & Co. Incorporated
  5.1    Opinion of Morrison & Foerster LLP regarding the legality of shares.
23.1    Consent of Morrison & Foerster LLP (included in Exhibit 5.1).