UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On August 5, 2019, Armada Hoffler Properties, Inc. (the “Company”) and Armada Hoffler, L.P. (the “Operating Partnership”) entered into amendments (the “Amendments”) to their separate ATM Equity OfferingSM Sales Agreements, each dated February 26, 2018 (as amended, the “Sales Agreements”), with each of BofA Securities, Inc. (an assignee of certain rights and obligations of Merrill Lynch, Pierce, Fenner & Smith Incorporated), Robert W. Baird & Co. Incorporated and Jefferies LLC (collectively, the “Sales Agents”), related to the Company’s existing at-the-market continuous equity offering program (the “Program”). The Amendments, among other things, increased the aggregate offering price of shares of the Company’s common stock, $0.01 par value per share, under the Program from $125.0 million to $180.7 million (the “Shares”). Prior to the date of the Amendments, the Company had already sold Shares having an aggregate offering price of $105.7 million, resulting in Shares having an aggregate offering price of $75.0 million remaining available for sale pursuant to the terms of the Sales Agreements. In connection with the Amendments, the Company filed a prospectus supplement, dated August 5, 2019, to the base prospectus, dated May 5, 2017, relating to the Company’s effective shelf registration statement on Form S-3 (File No. 333-216795), as amended by Amendment No. 1 thereto, covering the offer and sale of Shares with an aggregate offering price of up to $75.0 million, which consists of $19.3 million remaining available under the Program prior to the Amendments and $55.7 million pursuant to the increase following the Amendments.
The actual sale of Shares under the Program will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Company’s common stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company. Sales of the Shares under the Sales Agreements may be made in transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or sales made to or through a market maker or through an electronic communications network. The Company or any of the Sales Agents may at any time suspend the offering or terminate the Sales Agreements pursuant to the terms of the Sales Agreements.
The Company intends to contribute the net proceeds from the sale of Shares under the Program to the Operating Partnership in exchange for units of limited partnership interest in the Operating Partnership. The Operating Partnership intends to use any net proceeds from the sale of Shares under the Sales Agreements to fund development or redevelopment activities, fund potential acquisition or other investment opportunities, including mezzanine loans, repay indebtedness, including amounts outstanding under its unsecured revolving credit facility, or for general corporate purposes.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Copies of the Amendments are filed as Exhibits 1.1, 1.2 and 1.3 to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments filed as exhibits to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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. | ||
| Dated: August 5, 2019 | By: | /s/ Michael P. O’Hara |
| Michael P. O’Hara | ||
| Chief Financial Officer, Treasurer and Corporate Secretary | ||