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| GRT > SEC Filings for GRT > Form 8-K on 22-Sep-2009 | All Recent SEC Filings |
22-Sep-2009
Entry into a Material Definitive Agreement, Other Events, Financial Stateme
On September 22, 2009, Glimcher Realty Trust (the "Registrant") issued and sold an aggregate of 30,666,667 common shares of beneficial interest, par value $0.01 per share (the "Shares"), of the Registrant, in an underwritten public offering (the "Offering") pursuant to an underwriting agreement, dated September 16, 2009 (the "Underwriting Agreement"), among the Registrant and Glimcher Properties Limited Partnership, a Delaware limited partnership (the "Partnership"), on the one hand, and Goldman, Sachs & Co., as representative of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), on the other hand. The Shares issued and sold in the Offering included 4,000,000 Shares that were subject to an option (the "Option") granted by the Registrant to the Underwriters pursuant to the Underwriting Agreement, which Option was exercised by the Underwriters on September 18, 2009. The net proceeds from the sale of Shares in the Offering, after underwriting discounts and commissions, were approximately $109,250,000.
Pursuant to the Underwriting Agreement, certain trustees and executive officers of the Registrant entered into agreements in substantially the form included in the Underwriting Agreement providing for a 90-day "lock-up" period with respect to sales of specified securities, subject to certain exceptions.
The Shares were registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-153257) (the "Registration Statement"). The issuance and sale of the Shares are described in the Registrant's prospectus dated January 29, 2009, constituting a part of the Registration Statement, as supplemented by a prospectus supplement dated September 16, 2009.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated into this report by reference.
On September 22, 2009, the Registrant issued a press release announcing the exercise of the Underwriters' Option pursuant to the Underwriting Agreement and the closing of the sale of Shares in the Offering, a copy of which has been attached as Exhibit 99.1 to this Current Report and incorporated herein by reference.
On September 22, 2009, Squire, Sanders & Dempsey L.L.P. delivered its legal opinion with respect to the Shares to be issued in the Offering. A copy of the legal opinion is attached hereto as Exhibit 5.1 to this Current Report and incorporated herein by reference.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Shell company transactions.
Not applicable.
(d) Exhibits
1.1 Underwriting Agreement, dated September 16, 2009, by and among the Registrant and the Partnership, on the one hand, and Goldman, Sachs & Co., as representative of the several underwriters named in Schedule I thereto, on the other hand.
5.1 Opinion of Squire, Sanders & Dempsey L.L.P. as to the legality of the securities.
23.1 Consent of Squire, Sanders & Dempsey L.L.P. (included in Exhibit 5.1).
99.1 Press Release of the Registrant regarding the exercise of the Underwriters' Option pursuant to the Underwriting Agreement and the closing of the sale of Shares in the Offering, dated September 22, 2009.
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