(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
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)) |
Title of Each Class |
Trading Symbol |
Name of Each Exchange On Which Registered | ||
Title of Each Class |
Trading Symbol |
Name of Each Exchange On Which Registered | ||
None | N/A | N/A |
Item 1.01. |
Entry into a Material Definitive Agreement |
Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant |
Item 3.02 |
Unregistered Sale of Equity Securities. |
Item 8.01. |
Other Events |
• | on or before the 90th day after the original issuance of the Notes, file a shelf registration statement (which will be an automatic shelf registration statement if the Parent is then a well-known seasoned issuer (“WKSI”)) or a resale prospectus supplement to an effective shelf registration statement with the Securities and Exchange Commission (the “SEC”) providing for the registration of, and the sale on a continuous or delayed basis by the holders of the common shares, if any, issuable upon exchange of the Notes; |
• | if such shelf registration statement is not an automatic shelf registration statement, use commercially reasonable efforts to cause the shelf registration statement or resale prospectus supplement to become effective within 180 days after the first date of original issuance of the Notes; and |
• | use commercially reasonable efforts to keep the shelf registration statement or resale prospectus effective until the earlier of (1) the 30th trading day immediately following the maturity date of the Notes (subject to extension for any suspension of the effectiveness of the registration during such 30-trading day period immediately following the maturity date) and (2) the date on which there are no longer outstanding any Notes or common shares issued upon exchange thereof that would be “restricted” securities (within the meaning of Rule 144 under the Securities Act). |
Item 9.01. |
Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit Number |
Description | |
4.1 | Indenture dated January 11, 2024 among the Issuer, the Parent and the Trustee | |
4.2 | Form of 3.25% Exchangeable Senior Note due 2029 (included in Exhibit 4.1) | |
10.1 | Registration Rights Agreement dated January 11, 2024 among the Issuer, the Parent and the Representatives. | |
99.1 | Form of Capped Call Transaction Confirmation | |
104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). |
FEDERAL REALTY INVESTMENT TRUST | ||||||
FEDERAL REALTY OP LP | ||||||
Date: January 11, 2024 | /s/ Dawn M. Becker | |||||
Dawn M. Becker | ||||||
Executive Vice President-General Counsel and Secretary |