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| SSS > SEC Filings for SSS > Form 8-K on 27-Feb-2013 | All Recent SEC Filings |
27-Feb-2013
Entry into a Material Definitive Agreement, Financial Statements and Exhi
On February 27, 2013, Sovran Self Storage, Inc. (the "Company"), Sovran Acquisition Limited Partnership, and Sovran Holdings, Inc. entered into separate Equity Distribution Agreements (the "Equity Distribution Agreements") with each of Wells Fargo Securities, LLC, Jefferies & Company, Inc. and SunTrust Robinson Humphrey, Inc. (the "Sales Agents"), pursuant to which the Company may sell from time to time, in a continuous equity offering program under its Registration Statement on Form S-3 (File No. 333-174668), up to $175,000,000 in aggregate offering price of shares of the Company's common stock, par value $0.01 per share (the "Shares"), through the Sales Agents, acting as the Company's agent and/or principal. Sales of the Shares made pursuant to the Equity Distribution Agreements, if any, may be made in negotiated transactions or transactions that are deemed to be "at the market" offerings, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. Each Sales Agent will receive from the Company a commission of up to 2% of the gross sales price of all shares sold through it under the applicable Equity Distribution Agreement.
The Company made certain customary representations, warranties and covenants in each of the Equity Distribution Agreements and also agreed to indemnify the Sales Agents against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration of qualification under the securities laws of any such state. The Equity Distribution Agreements are filed as Exhibit 1.1, Exhibit 1.2 and Exhibit 1.3 to this Current Report on Form 8-K and the description of the material terms of the Equity Distribution Agreements in this Item 1.01 are qualified in their entirety by reference to such Exhibits, which are incorporated herein by reference.
Exhibit
No. Description
1.1 Equity Distribution Agreement, dated February 27, 2013, by and among
Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership,
Sovran Holdings, Inc., and Wells Fargo Securities, LLC, as Agent
1.2 Equity Distribution Agreement, dated February 27, 2013, by and among
Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership,
Sovran Holdings, Inc., and Jefferies & Company, Inc., as Agent
1.3 Equity Distribution Agreement, dated February 27, 2013, by and among
Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership,
Sovran Holdings, Inc., and SunTrust Robinson Humphrey, Inc., as Agent
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5.1 Opinion of Phillips Lytle LLP regarding the legality of securities being
registered
5.2 Opinion of Venable LLP regarding Maryland law
8.1 Opinion of Phillips Lytle LLP regarding certain tax matters
23.1 Consent of Phillips Lytle LLP (included in Exhibits 5.1 and 8.1)
23.2 Consent of Venable LLP (included in Exhibit 5.2)
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