UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
Common Stock Offering; Underwriting Agreement
On September 25, 2024, InvenTrust Properties Corp. (the “Company”) issued and sold 9,200,000 shares (the “Shares”) of its common stock, par value $0.001 per share (“Common Stock”), including 1,200,000 shares of Common Stock issued in connection with the full exercise by the Underwriters (as defined below) of their option to purchase additional shares of Common Stock, in a registered public offering (the “Offering”) pursuant to an Underwriting Agreement, dated September 23, 2024 (the “Underwriting Agreement”), among the Company and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”).
The Company received net proceeds from the Offering of approximately $246.3 million, after deducting the underwriting discounts and commissions and the other estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering for general corporate purposes, including, but not limited to, funding the acquisition of additional properties, repayment of short-term and long-term indebtedness and providing for working capital.
The Shares were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to an effective Registration Statement on Form S-3 (File No. 333-263342). A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
Legal Opinion Letter
In connection with the Offering, a legal opinion letter of Venable LLP regarding certain Maryland law issues related to the Common Stock is attached as Exhibit 5.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated as of September 23, 2024, by and among the Company and J.P. Morgan Securities LLC, BofA Securities, Inc. and Well Fargo Securities, LLC, as representatives of the several underwriters named therein | |
| 5.1 | Opinion of Venable LLP | |
| 23.1 | Consent of Venable LLP (contained in opinion filed as Exhibit 5.1 hereto) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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.
| INVENTRUST PROPERTIES CORP. | ||||||
| Date: September 25, 2024 | By: | /s/ Christy L. David | ||||
| Name: | Christy L. David | |||||
| Title: | Executive Vice President, Chief Operating Officer, General Counsel & Secretary | |||||