UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On May 10, 2024, Armada Hoffler Properties, Inc. (the “Company”) and Armada Hoffler, L.P. entered into an amendment (the “Amendment”) to the ATM Equity Offering Sales Agreement, dated March 10, 2020, as amended by Amendment No. 1, dated February 28, 2023, and by Amendment No. 2, dated August 10, 2023 (as amended, the “Sales Agreement”), with Jefferies LLC, Barclays Capital Inc., Barclays Bank PLC, Robert W. Baird & Co. Incorporated, Regions Securities LLC, Stifel, Nicolaus & Company, Incorporated, TD Securities (USA) LLC, and The Toronto-Dominion Bank, for the offering, from time to time, of shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), and shares of the Company’s 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, having an aggregate offering price of up to $300,000,000 (the “Offered Shares”). The purpose of the Amendment, among other things, was to include (i) TD Securities (USA) LLC as an additional agent (for sales of Common Stock only) and forward seller, as the case may be, and (ii) The Toronto-Dominion Bank as an additional forward purchaser. As of the date of the Amendment, Offered Shares having an aggregate gross sales price of up to approximately $204 million remain to be sold under the Sales Agreement.
A copy of the Amendment is filed as Exhibit 1.1 to this Current Report on Form 8-K. The description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the copy of the Amendment filed as an exhibit 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 | Amendment No. 3, dated May 10, 2024, to the ATM Equity Offering Sales Agreement, dated March 10, 2020. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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. | ||
| Date: May 10, 2024 | By: | /s/ Matthew T. Barnes-Smith |
| Matthew T. Barnes-Smith | ||
| Chief Financial Officer, Treasurer, and Corporate Secretary | ||