Item 8.01. Other Events.
As previously reported, on December 18, 2008, Liberty Property Trust (the
"Company") and Liberty Property Limited Partnership (the "Operating Partnership"
and, together with the Company, the "Transaction Entities") entered into a
continuous offering program Equity Distribution Agreement (the "Original Citi
Agreement") with Citigroup Global Markets Inc. ("Citi"). Pursuant to the terms
of the Original Citi Agreement, the Company agreed to sell under its
Registration Statement on Form S-3 (File No. 333-150737), effective May 8, 2008
(the "Registration Statement"), up to an aggregate sales price of $150,000,000
of its common shares of beneficial interest, $0.001 par value ("Common Shares"),
through Citi or to Citi, as principal. As of the date of this Report, the
Company had sold Common Shares having an aggregate sales price of approximately
$135,000,000 under the Original Citi Agreement.
In connection with increasing the size of the existing continuous offering
program from $150,000,000 to $300,000,000 in aggregate offering price and the
inclusion of an additional sales agent, on May 22, 2009, the Transaction
Entities entered into an Amended and Restated Equity Distribution Agreement (the
"Amended Citi Agreement") with Citi, which replaces the Original Citi Agreement
in its entirety. Also on May 22, 2009, the Transaction Entities entered into an
Equity Distribution Agreement (the "UBS Agreement" and, together with the
Amended Citi Agreement, the "Equity Distribution Agreements") with UBS
Securities LLC ("UBS" and, together with Citi, the "Agents").
Pursuant to the terms of the Equity Distribution Agreements, the Company
agreed to sell under the Registration Statement up to an aggregate sales price
of $300,000,000 of Common Shares (including the approximately $135,000,000 of
Common Shares already sold pursuant to the Original Citi Agreement as of the
date of this Report) through either of the Agents as sales agent, or to either
of the Agents as principal. Sales of Common Shares made pursuant to the Equity
Distribution Agreements, if any, will be made by means of ordinary brokers'
transactions at market prices, in block transactions or as otherwise agreed by
Citi or UBS, as applicable, and us.
The Amended Citi Agreement and the UBS Agreement are filed as Exhibits 1.1
and 1.2, respectively, to this Current Report on
Form 8-K, and the description of the Equity Distribution Agreements is qualified
in its entirety by reference to such exhibits.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Shell Company Transactions.
None.
(d) Exhibits.
Exhibit
Number Exhibit Title
1.1 Amended and Restated Equity Distribution Agreement, dated May 22, 2009,
by and among the Company, the Operating Partnership and Citi.
1.2 Equity Distribution Agreement, dated May 22, 2009, by and among the
Company, the Operating Partnership and UBS.
5.1 Opinion of Saul Ewing LLP, dated May 22, 2009.
8.1 Opinion of Cozen O'Connor, dated May 22, 2009.
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