Item 8.01 Other Events.
On January 9, 2024, Acadia Realty Trust (the "Company") and Acadia Realty Limited Partnership, the operating partnership of the Company (the "Operating Partnership"), entered into Amendment No. 1 ("Amendment No. 1") to the ATM Equity Offering Sales Agreement (as amended, the "Sales Agreement") dated March 1, 2022, with each of BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents, principals and/or forward sellers (the "Sales Agents"), and Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Securities, LLC, or one of their respective affiliates, as forward purchasers (the "Forward Purchasers"), to sell, from time to time, common shares of beneficial interest of the Company, par value $0.001 per share, having an aggregate sale price of up to $250,000,000 through an at-the-market equity offering program. As of the date of Amendment No. 1, common shares having an aggregate sale price of up to $222,300,000 remain available for issuance under the at-the-market equity offering program (the "ATM Shares").
Amendment No. 1 was entered into in order to (i) reflect the filing by the Company of a new shelf registration statement on Form S-3ASR (File No. 333-275356) with the Securities and Exchange Commission (the "Commission") on November 7, 2023 (the "2023 Shelf Registration Statement"), (ii) include TD Securities (USA) LLC as an additional Sales Agent and Forward Seller, and The Toronto Dominion-Bank as an additional Forward Purchaser, (iii) add Deloitte & Touche LLP as an independent registered public accounting firm for the Company, and (iv) modify certain defined terms in the Sales Agreement, as well as certain other administrative matters.
The ATM Shares will be issued pursuant to the Company's 2023 Shelf Registration Statement, which became effective automatically upon filing with the Commission on November 7, 2023. The prospectus supplement reflecting Amendment No. 1 was filed with the Commission on January 9, 2024.
The foregoing description of Amendment No. 1 is a summary and is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the filing of the prospectus supplement, the Company's counsel, Venable LLP delivered its legality opinion with respect to the ATM Shares, a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Attachments
Disclaimer
Acadia Realty Trust published this content on 09 January 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 January 2024 22:23:21 UTC.