J.P. Morgan BMO Capital Markets Goldman Sachs & Co. LLC | | | Baird Capital One Securities KeyBanc Capital Markets Truist Securities | | | BofA Securities Deutsche Bank Securities Mizuho Securities |
J.P. Morgan BMO Capital Markets Goldman Sachs & Co. LLC | | | Baird Capital One Securities KeyBanc Capital Markets Truist Securities | | | BofA Securities Deutsche Bank Securities Mizuho Securities |
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• | after using commercially reasonable efforts, such forward purchaser or its affiliate (x) is unable to borrow sufficient common shares to hedge its exposure under such forward sale agreement or (y) would incur a stock borrow cost in excess of a specified threshold to hedge its exposure under such forward sale agreement; |
• | we declare any dividend, issue or distribution on our common shares (a) payable in cash in excess of specified amounts (unless it is an extraordinary dividend), (b) payable in securities of another company that we acquire or own (directly or indirectly) as a result of a spin-off or similar transaction, or (c) of any other type of securities (other than our common shares), rights, warrants or other assets for payment at less than the prevailing market price as reasonably determined by such forward purchaser; |
• | certain ownership thresholds applicable to such forward purchaser and its affiliates are exceeded; |
• | an event is announced that if consummated would result in a specified extraordinary event (including certain mergers or tender offers, as well as certain events involving our nationalization or insolvency or a delisting of our common shares) or the occurrence of a change in law under such forward sale agreement; or |
• | certain other events of default or termination events occur, including, among others, any material misrepresentation made in connection with such forward sale agreement (each as more fully described in each forward sale agreement). |
• | return common shares to securities lenders in order to unwind such forward purchaser’s hedge (after taking into consideration any common shares to be delivered by us to such forward purchaser, in the case of net share settlement); and |
• | if applicable, in the case of net share settlement, deliver common shares to us to the extent required in settlement of such forward sale agreement. |
• | our Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 18, 2022; |
• | the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2020 from our Definitive Proxy Statement, as amended, for our 2021 annual meeting of shareholders held on April 28, 2021; and |
• | the description of our common shares contained in our registration statement on Form 8-A filed with the SEC on November 1, 1988 (which incorporates by reference pages 101-119 of our prospectus/proxy statement filed with the SEC on November 1, 1988), as updated by the description of our common shares contained in our definitive proxy statement on Schedule 14A for our special meeting of shareholders held on December 18, 1997, as further updated by Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 20, 2020, including any amendments or reports filed for the purposes of updating such description. |
• | our Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 18, 2022; |
• | the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2020 from our Definitive Proxy Statement, as amended, for our 2021 annual meeting of shareholders held on April 28, 2021; and |
• | the description of our common shares contained in our registration statement on Form 8-A filed with the SEC on November 1, 1988 (which incorporates by reference pages 101-119 of our prospectus/proxy statement filed with the SEC on November 1, 1988), as updated by the description of our common shares contained in our definitive proxy statement on Schedule 14A for our special meeting of shareholders held on December 18, 1997, as further updated by Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 20, 2020, including any amendments or reports filed for the purposes of updating such description. |
• | the repayment of debt; |
• | the financing of capital commitments; |
• | the acquisition, development, redevelopment and improvement of properties; |
• | working capital; and |
• | other general corporate purposes. |
• | any person from actually or constructively owning our shares that would cause us to be “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT, including by reason of receiving rents from tenants that are “Related Party Tenants” in an amount that would cause us to fail to satisfy one or both of the REIT gross income tests, and |
• | any person from transferring our shares if the transfer would cause our shares to be beneficially owned by fewer than 100 persons. |
• | with respect to our common shares, 9.8%, in value or number of shares, whichever is more restrictive, of our outstanding common shares, and |
• | with respect to any class or series of our preferred shares, 9.8%, in value or number of shares, whichever is more restrictive, of the outstanding shares of the applicable class or series of our preferred shares. |
• | such person is not an “individual” for purposes of the Code, |
• | such person’s share ownership will not cause a person who is an “individual” to be treated as owning common shares in excess of the ownership limit, applying the attribution rules under the Code, and |
• | such person’s share ownership will not otherwise jeopardize our REIT status. |
• | the designation and par value of the preferred shares; |
• | the voting rights, if any, of the preferred shares; |
• | the number of preferred shares offered, the liquidation preference per share of our preferred shares and the offering price of the preferred shares; |
• | the distribution rate(s), period(s) and payment date(s) or method(s) of calculation applicable to the preferred shares; |
• | whether distributions will be cumulative or non-cumulative and, if cumulative, the date(s) from which distributions on the preferred shares will cumulate; |
• | the procedures for any auction and remarketing for the preferred shares, if applicable; |
• | the provision for a sinking fund, if any, for the preferred shares; |
• | the provision for, and any restriction on, redemption, if applicable, of the preferred shares; |
• | the provision for, and any restriction on, repurchase, if applicable, of the preferred shares; |
• | the terms and provisions, if any, upon which the preferred shares will be convertible into common shares, including the conversion price (or manner or calculation) and conversion period; |
• | the terms under which the rights of the preferred shares may be modified, if applicable; |
• | the relative ranking and preferences of the preferred shares as to distribution rights and rights upon the liquidation, dissolution or winding up of our affairs; |
• | any limitation on issuance of any other class or series of preferred shares, including any class or series of preferred shares ranking senior to or on parity with the class or series of preferred shares as to distribution rights and rights upon the liquidation, dissolution or winding up of our affairs; |
• | any listing of the preferred shares on any securities exchange; |
• | if appropriate, a discussion of any additional material U.S. federal income tax considerations applicable to the preferred shares; |
• | information with respect to book-entry procedures, if applicable; |
• | in addition to those restrictions described below, any other restrictions on the ownership and transfer of the preferred shares; and |
• | any additional rights, preferences, privileges or restrictions of the preferred shares. |
• | the title; |
• | the aggregate principal amount and whether there is any limit on the aggregate principal amount that we may subsequently issue; |
• | whether the debt securities will be senior, senior subordinated, subordinated or junior subordinated; |
• | the name of the trustee and its corporate trust office; |
• | any limit on the amount of debt securities that may be issued; |
• | any subordination provisions; |
• | any provisions regarding the conversion or exchange of such debt securities with or into other securities; |
• | any default provisions and events of default applicable to such debt securities; |
• | any covenants applicable to such debt securities; |
• | whether such debt securities are issued in certificated or book-entry form, and the identity of the depositary for those issued in book-entry form; |
• | whether such debt securities are to be issuable in registered or bearer form, or both, and any restrictions applicable to the exchange of one form or another and to the offer, sale and delivery of such debt securities in either form; |
• | whether such debt securities may be represented initially by a debt security in temporary or permanent global form, and, if so, the initial depositary and the circumstances under which beneficial owners of interests may exchange such interests for debt securities of like tenor and of any authorized form and denomination and the authorized newspapers for publication of notices to holders of bearer securities; |
• | any other terms required to establish a class or series of bearer securities; |
• | the price(s) at which such debt securities class or series will be issued; |
• | the person to whom any interest will be payable on any debt securities, if other than the person in whose name the debt security is registered at the close of business on the regular record date for the payment of interest; |
• | any provisions restricting the declaration of dividends or requiring the maintenance of any asset ratio or maintenance of reserves; |
• | the date or dates on which the principal of and premium, if any, is payable or the method(s), if any, used to determine those dates; |
• | the rate(s) at which such debt securities will bear interest or the method(s), if any, used to calculate the rate(s); |
• | the date(s), if any, from which any interest will accrue, or the method(s), if any, used to determine the dates on which interest will accrue and date(s) on which interest will be payable; |
• | any redemption or early repayment provisions applicable to such debt securities; |
• | the stated maturities of installments of interest, if any, on which any interest on such debt securities will be payable and the regular record dates for any interest payable on any debt securities which are registered securities; |
• | the places where and the manner in which the principal of and premium and/or interest, if any, will be payable and the places where the debt securities may be presented for transfer; |
• | our obligation or right, if any, to redeem, purchase or repay such debt securities of the class or series pursuant to any sinking fund amortization or analogous provisions or at the option of a holder of such debt securities and other related provisions; |
• | the denominations in which any registered securities are to be issuable; |
• | the currency, currencies or currency units, including composite currencies, in which the purchase price for, the principal of and any premium and interest, if any, on such debt securities will be payable; |
• | the time period within which, the manner in which, and the terms and conditions upon which, the purchaser of any of such debt securities can select the payment currency; |
• | if the amount of payments of principal, premium, if any, and interest, if any, on such debt securities is to be determined by reference to an index, formula or other method, or based on a coin or currency or currency unit other than that in which such debt securities are stated to be payable, the manner in which these amounts are to be determined and the calculation agent, if any, with respect thereto; |
• | if other than the principal amount thereof, the portion of the principal amount of the debt securities of the class or series which will be payable upon declaration or acceleration of the maturity thereof pursuant to an event of default; |
• | if we agree to pay any additional amounts on any of the debt securities, and coupons, if any, of the classes or series to any holder in respect of any tax, assessment or governmental charge withheld or deducted, the circumstances, procedures and terms under which we will make these payments; |
• | any terms applicable to debt securities of any class or series issued at an issue price below their stated principal amount; |
• | whether such debt securities are to be issued or delivered (whether at the time of original issuance or at the time of exchange of a temporary security of such class or series or otherwise), or any installment of principal or any premium or interest is to be payable only, upon receipt of certificates or other documents or satisfaction of other conditions in addition to those specified in the applicable indenture; |
• | any provisions relating to covenant defeasance and legal defeasance; |
• | any provision relating to the satisfaction and discharge of the applicable indenture; |
• | any special applicable U.S. federal income tax considerations; |
• | any provisions relating to the modification of the applicable indenture both with and without the consent of the holders of the debt securities of the class or series issued under such indenture; and |
• | any other material terms not inconsistent with the provisions of the applicable indenture. |
• | the title of such warrants; |
• | the aggregate number of the warrants; |
• | the price or prices at which the warrants will be issued; |
• | the designation and terms of the securities with which the warrants will be issued and the number of warrants issued with each such security; |
• | the date, if any, on and after which the warrants and related security, if any, will be separately transferable; |
• | the price at which each security that can be purchases upon exercise of such warrants may be purchased; |
• | the date on which the right to exercise the warrants will commence and the date on which such right will expire; |
• | the minimum or maximum amount of such warrants that may be exercised at any one time, if applicable; |
• | information with respect to book-entry procedures, if any; |
• | a discussion of certain U.S. federal income tax considerations; and |
• | any other terms of such warrants, including terms, procedures and limitations relating to the transferability, exchange and exercise of such warrants. |
• | the date for determining the shareholder entitled to the rights distribution; |
• | the aggregate number of common shares or other securities purchasable upon the exercise of the rights and the exercise price and any adjustments to such exercise price; |
• | the aggregate number of rights bring issued; |
• | the date, if any, on and after which the rights may be transferable separately; |
• | the date on which the right to exercise the rights shall commence and the date on which the right shall expire; |
• | any special U.S. federal income tax consequences; and |
• | any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights. |
• | any person who beneficially owns ten percent or more of the voting power of the trust’s shares; or |
• | an affiliate or associate of the trust who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the then outstanding voting shares of the trust. |
• | 80% of the votes entitled to be cast by holders of outstanding voting shares of the trust; and |
• | two-thirds of the votes entitled to be cast by holders of voting shares of the trust other than shares held by the interested shareholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder. |
• | one-tenth or more but less than one-third; |
• | one-third or more but less than a majority; or |
• | a majority or more of all voting power. |
• | the tax consequences to you may vary depending on your particular tax situation; |
• | special rules that are not discussed below may apply to you if, for example, you are a broker-dealer, a dealer in securities or currencies, a trust, an estate, a regulated investment company, a REIT, a financial institution, an insurance company, a person who holds 10% or more (by vote or value) of our shares, a partnership or similar pass-through entity or an investor in such an entity, a person subject to the alternative minimum tax provisions of the Code, a person holding our common shares or debt securities as part of a “straddle,” “hedge,” “short sale,” “conversion transaction,” “synthetic security” or other integrated investment, a person required to accelerate any item of gross income as a result of such income being recognized on an applicable financial statement, a person who acquired its common shares or debt securities in connection with the performance of services, a person who marks-to market our common shares or debt securities, a U.S. expatriate, a U.S. shareholder (as defined below) or a holder of our debt securities whose functional currency is not the U.S. dollar, or otherwise subject to special tax treatment under the Code; |
• | this summary does not address state, local, or non-U.S. tax considerations; |
• | this summary assumes that shareholders hold our common shares and holders of our debt securities hold their debt securities as a “capital asset” within the meaning of Section 1221 of the Code; |
• | this summary does not address U.S. federal income tax considerations applicable to tax-exempt organizations, except to the limited extent described below; |
• | this summary does not address U.S. federal income tax considerations applicable to non-U.S. persons, including the application of tax treaties, except to the limited extent described below; |
• | this summary does not address state, local, non-U.S., alternative minimum, or estate tax considerations; and |
• | this discussion is not intended to be, and should not be construed as, tax advice. |
• | without the deductions for corporations provided in part VIII (except Code Section 248) of subchapter B of the Code (Code Section 241 and following, relating to the deduction for dividends received, etc.); |
• | excluding amounts equal to: the net income from foreclosure property and the net income derived from prohibited transactions; |
• | deducting amounts equal to: the net loss from foreclosure property, the net loss derived from prohibited transactions, the tax imposed by Code Section 857(b)(5) upon a failure to meet the 95% or the 75% gross |
• | deducting the amount of dividends paid under Code Section 561, computed without regard to the amount of the net income from foreclosure property (which is excluded from REIT taxable income); and |
• | without regard to any change of annual accounting period pursuant to Code Section 443(b). |
• | We will be taxed at regular U.S. federal corporate rates on any undistributed taxable income and/or net capital gain. |
• | Under some circumstances, we may have been subject to the “alternative minimum tax” on our items of tax preference (although the corporate alternative minimum tax has been repealed for taxable years beginning after December 31, 2017). |
• | If we have net income from the sale or other disposition of “foreclosure property” that is held primarily for sale to customers in the ordinary course of business, or other nonqualifying income from foreclosure property, we will be subject to tax at the highest U.S. federal corporate income tax rate on this income. |
• | If we have net income from “prohibited transactions” we will be subject to a 100% tax on this income. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business other than foreclosure property. |
• | If we fail to satisfy either the 75% gross income test or the 95% gross income test discussed below, but nonetheless maintain our qualification as a REIT because other requirements are met, we will be subject to a tax equal to the gross income attributable to the greater of either (1) the amount by which we fail the 75% gross income test for the taxable year or (2) the amount by which we fail the 95% gross income test for the taxable year, multiplied by a fraction intended to reflect our profitability. |
• | If we fail to satisfy any of the REIT asset tests, as described below, other than a failure by a de minimis amount of the 5% or 10% assets tests, and we qualify for and satisfy certain cure provisions, then we will be required to pay a tax equal to the greater of $50,000 or the product of (x) the net income generated by the nonqualifying assets during the period in which we failed to satisfy the asset tests and (y) the highest U.S. federal income tax rate then applicable to corporations (currently 21%). |
• | If we fail to satisfy any provision of the Code that would result in our failure to qualify as a REIT (other than a gross income or asset test requirement) and that violation is due to reasonable cause and not due to willful neglect, we may retain our REIT qualification, but we will be required to pay a penalty of $50,000 for each such failure. |
• | If we fail to qualify for taxation as a REIT because at the end of a taxable year we have earnings and profits accumulated in a non-REIT taxable year (such as earnings and profits that we inherit from a taxable C corporation that we acquired during the year through a tax-free merger or tax-free liquidation), and our failure to comply with the prohibition on non-REIT earnings and profits was not due to fraud with intent to evade tax, we generally may retain our REIT status by paying a special distribution, but we will be required to pay an interest charge on 50% of the amount of undistributed non-REIT earnings and profits. |
• | We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record-keeping requirements intended to monitor our compliance with rules relating to the composition of our shareholders, as described below in “—Requirements for Qualification as a REIT.” |
• | We will be subject to a nondeductible 4% excise tax on the excess of the required distribution over the sum of amounts actually distributed and amounts retained for which U.S. federal income tax was paid, if we fail to distribute during each calendar year at least the sum of 85% of our REIT ordinary income for the year, 95% of our REIT capital gain net income for the year; and any undistributed taxable income from prior taxable years. |
• | We will be subject to a 100% penalty tax on some payments we receive (or on certain expenses deducted by our TRSs) if arrangements among us, our tenants, and/or our TRSs are not comparable to similar arrangements among unrelated parties. |
• | We may be subject to tax on gain recognized in a taxable disposition of assets acquired by way of a tax-free merger or other tax-free reorganization with a non-REIT corporation or a tax-free liquidation of a non-REIT corporation into us. Specifically, to the extent we acquire (or have acquired) any asset from a C corporation in a carry-over basis transaction and we subsequently recognize gain on a disposition of such asset during a 5-year period beginning on the date on which we acquired the asset, then, to the extent of any “built-in gain,” such gain will be subject to U.S. federal income tax, sometimes called the “sting tax,” at the highest regular corporate tax rate, which is currently 21%. Built-in gain means the excess of (i) the fair market value of the asset as of the beginning of the applicable recognition period over (ii) our adjusted basis in such asset as of the beginning of such recognition period. See “—Sting Tax on Built-in Gains of Former C Corporation Assets.” |
• | We may elect to retain and pay income tax on our net long-term capital gain. In that case, a shareholder would: (1) include its proportionate share of our undistributed long-term capital gain (to the extent we make a timely designation of such gain to the shareholder) in its income, (2) be deemed to have paid its proportionate share of the tax that we paid on such gain and (3) be allowed a credit for its proportionate share of the tax deemed to have been paid with an adjustment made to increase the shareholder’s basis in our stock. |
• | We have and may have subsidiaries or own interests in other lower-tier entities that are C corporations that will elect, jointly with us, to be treated as our TRSs, the earnings of which would be subject to U.S. federal corporate income tax. |
(1) | which is managed by one or more trustees or directors; |
(2) | the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial interest; |
(3) | which would be taxable as a domestic corporation, but for Sections 856 through 860 of the Code; |
(4) | which is neither a financial institution nor an insurance company subject to applicable provisions of the Code; |
(5) | the beneficial ownership of which is held by 100 or more persons; |
(6) | during the last half of each taxable year not more than 50% in value of the outstanding shares of which is owned directly or indirectly by five or fewer “individuals,” as defined in the Code to include specified entities; |
(7) | which makes an election to be taxable as a REIT, or has made this election for a previous taxable year which has not been revoked or terminated, and satisfies all relevant filing and other administrative requirements established by the IRS that must be met to elect and maintain REIT status; |
(8) | which uses a calendar year for U.S. federal income tax purposes; and |
(9) | which meets other applicable tests, described below, regarding the nature of its income and assets and the amount of its distributions. |
(1) | at least 75% of the value of our total assets must be represented by real estate assets, cash, cash items (including receivables) and government securities. Real estate assets include interests in real property (such as land, buildings, leasehold interest in real property and, for taxable years beginning on or after January 1, 2016, personal property leased with real property if the rents attributable to the personal property would be rents from real property under the income tests discussed above), interests in mortgages on real property or on interests in real property, shares in other qualifying REITs, stock or debt instruments held for less than one year purchased with the proceeds from an offering of shares of our stock or certain debt and, for tax years beginning on or after January 1, 2016, debt instruments issued by publicly offered REITs; |
(2) | not more than 25% of the value of our total assets may be represented by securities other than those in the 75% asset class; |
(3) | except for equity investments in REITs, qualified REIT subsidiaries, other securities that qualify as “real estate assets” for purposes of the test described in clause (1) or securities of our TRSs; the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets; we may not own more than 10% of any one issuer’s outstanding voting securities; and we may not own more than 10% of the value of the outstanding securities of any one issuer; |
(4) | not more than 25% (for taxable years beginning before January 1, 2018) or 20% (for taxable years beginning on or after January 1, 2018) of the value of our total assets may be represented by securities of one or more TRSs; and |
(5) | not more than 25% of the value of our total assets may be represented by debt instruments of publicly offered REITs that are not secured by mortgages on real property or interests in real property. |
(1) | 85% of our REIT ordinary income for the year; |
(2) | 95% of our REIT capital gain net income for the year; and |
(3) | any undistributed taxable income from prior taxable years. |
• | interests in the partnership are traded on an established securities market; or |
• | interests in the partnership are readily tradable on a “secondary market” or the “substantial equivalent” of a secondary market. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or of a political subdivision of the United States; |
• | an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | any trust if (1) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person. |
• | is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact; or |
• | provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with the applicable requirements of the backup withholding rules. |
• | the percentage of our dividends that the tax-exempt trust must treat as unrelated business taxable income is at least 5%; |
• | we qualify as a REIT by reason of the modification of the rule requiring that no more than 50% of the value of our stock be owned by five or fewer individuals that allows the beneficiaries of the pension trust to be treated as holding our stock in proportion to their actuarial interests in the pension trust; and |
• | either (a) one pension trust owns more than 25% of the value of our stock; or (b) a group of pension trusts individually holding more than 10% of the value of our stock collectively owns more than 50% of the value of our stock. |
• | the gain is effectively connected with the non-U.S. shareholder’s U.S. trade or business, in which case, unless an applicable income tax treaty provides otherwise, the non-U.S. shareholder will be subject to the same treatment as U.S. shareholders with respect to such gain and may be subject to the 30% branch profits tax on its effectively connected earnings and profits, subject to adjustments, in the case of a foreign corporation; or |
• | the non-U.S. shareholder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year and meets certain other criteria, in which case the Non-U.S. Shareholder will incur a 30% tax on his or her capital gains derived from sources within the United States (net of certain losses derived from sources within the United States), unless an applicable income tax treaty provides otherwise. |
(1) | an individual who is a citizen or resident, as defined in Code Section 7701(b), of the United States; |
(2) | a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia; |
(3) | an estate the income of which is subject to U.S. federal income tax regardless of its source; or |
(4) | a trust (i) if a court within the United States is able to exercise primary supervision over the trust’s administration and one or more United States persons, within the meaning of the Code, have the authority to control all substantive decisions of the trust or (ii) that has a valid election in effect under the applicable Treasury regulations to be treated as a United States person under the Code. |
(1) | is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact; or |
(2) | provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding and otherwise complies with the applicable requirements of the backup withholding rules. |
(1) | the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote; |
(2) | the Non-U.S. Holder is not a controlled foreign corporation, as defined in the Code, that is related, directly or indirectly, to us; and |
(3) | the Non-U.S. Holder is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business, as described in Code Section 881(c)(3)(A). |
• | through underwriter or dealers; |
• | directly to investors; |
• | in “at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act to or through a market maker or into an existing trading market on an exchange or otherwise; |
• | in a rights offering; |
• | through agents; |
• | in block trades; |
• | through a combination of any of these methods; or |
• | through any other method permitted by applicable law and described in a prospectus supplement. |
• | the terms of the offering; |
• | the names of any underwriters or agents; |
• | the name or names of any managing underwriter or underwriters; |
• | the purchase price or initial public offering price of the securities; |
• | the net proceeds from the same of the securities; |
• | any delayed delivery arrangements; |
• | any underwriting discounts, commissions and other items constituting underwriters’ compensation; |
• | any discounts or concessions allowed or reallowed or paid to dealers; |
• | any commissions paid to agents; and |
• | any securities exchange on which the securities may be listed. |
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial effective date
|
Filing Fee Previously Paid In Connection with Unsold Securities to be
Carried Forward
|
|
Newly Registered Securities
|
||||||||||||
Fees to Be
Paid
|
Equity
|
Common Shares of Beneficial Interest, par value $0.01 per share
|
457(o)(1)
|
—
|
—
|
$150,000,000
|
0.0000927
|
$13,905
|
||||
Fees Previously Paid
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
N/A
|
||||
Carry Forward Securities
|
||||||||||||
Carry Forward Securities
|
N/A | N/A | N/A | N/A | N/A |
N/A
|
N/A
|
N/A
|
N/A
|
|||
Total Offering Amounts
|
$13,905(1)
|
|||||||||||
Total Fees Previously Paid
|
—
|
|||||||||||
Total Fee Offsets
|
$6,913(2)
|
|||||||||||
Net Fee Due
|
$6,992
|
Registrant or Filer Name
|
Form or Filing Type
|
File Number
|
Initial Filing Date
|
Filing Date
|
Fee Offset Claimed
|
Security Type Associated with Fee Offset Claimed
|
Security Title Associated with Fee Offset Claimed
|
Unsold Securities Associated with Fee Offset Claimed
|
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
|
Fee Paid with Fee Offset Source
|
|
Rule 457(p)
|
|||||||||||
Fee Offset
|
RPT Realty
|
424(b)(5)
|
333-232007
|
2/28/2020
|
$6,913(2)
|
Equity
|
Common Shares of Beneficial Interest, par value $0.01 per share
|
—
|
$53,265,879
|
||
Claims
|
RPT Realty
|
424(b)(5)
|
333-232007
|
2/28/2020
|
12,980(2)
|
(1)
|
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), RPT Realty initially deferred payment of all of the
registration fees for the Registration Statement on Form S-3 (Registration No. 333-262871), filed on February 18, 2022.
|
(2)
|
RPT Realty has previously registered 8,000,000 common shares of beneficial interest, offered by means of a 424(b)(5) prospectus supplement, dated June 10, 2016 (the
“First Prospectus Supplement”), pursuant to a Registration Statement on Form S-3 (Registration No. 333-211925), filed with the Securities and Exchange Commission on June 9, 2016. In connection with the filing of the First Prospectus
Supplement, RPT Realty made a contemporaneous fee payment in the amount of $10,301.42 (the “Original Fee”). No shares were sold under the First Prospectus Supplement, and it was terminated. RPT Realty then previously registered common
shares of beneficial interest having an aggregate offering price of up to $100,000,000, offered by means of a 424(b)(5) prospectus supplement, dated February 28, 2020 (the “Second Prospectus Supplement”), pursuant to a Registration
Statement on Form S-3 (Registration No. 333-232007), filed with the Securities and Exchange Commission on June 7, 2019. In connection with the filing of the Second Prospectus Supplement, RPT Realty made a contemporaneous fee payment in the
amount of $12,980, offsetting such registration fee with the Original Fee and paying the remaining balance of the registration fee, $2,678.58, in connection with the Second Prospectus Supplement. As of the date of this prospectus
supplement, common shares of beneficial interest having an aggregate offering price of up to $53,265,879 were not sold under the Second Prospectus Supplement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $6,913
that has already been paid and remains unused with respect to securities that were previously registered pursuant to the Second Prospectus Supplement and were not sold thereunder is offset against the registration fee of $13,905 due for
this offering. The remaining balance of the registration fee, $6,992, has been paid in connection with this offering. The registrant has terminated the offering that included the unsold securities under the Prior Registration Statement.
|
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