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WSR > SEC Filings for WSR > Form 8-K on 23-Aug-2012All Recent SEC Filings

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Form 8-K for WHITESTONE REIT


23-Aug-2012

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial S


Item 1.01. Entry into a Material Definitive Agreement.

On August 23, 2012, Whitestone REIT (the "Company") and Whitestone REIT Operating Partnership, LP (the "Operating Partnership") entered into an underwriting agreement (the "Underwriting Agreement") with Robert W. Baird & Co. Incorporated and JMP Securities LLC, as representatives of the several underwriters named in Schedule A thereto (the "Underwriters"). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 4,200,000 common shares, par value $0.001 per share, at a purchase price to the public of $12.80 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 630,000 additional common shares to cover over-allotments, if any, at the price to the public, less the underwriting discount. The common shares are being offered and sold pursuant to a prospectus supplement, dated August 23, 2012, and a base prospectus, dated July 25, 2012, relating to the Company's effective shelf registration statement on Form S-3 (File No. 333-182667). A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the pricing of the common share offering is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.       Description
    1.1           Underwriting Agreement, dated August 23, 2012, by and between
                  Whitestone REIT, Whitestone REIT Operating Partnership and Robert
                  W. Baird & Co. Incorporated and JMP Securities LLC, as
                  representatives of the several underwriters named in Schedule A
                  thereto.

    5.1           Opinion of Venable LLP regarding the legality of shares.

   23.1           Consent of Venable LLP (included in Exhibit 5.1).

   99.1           Press Release dated August 23, 2012.


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