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RPT > SEC Filings for RPT > Form 8-K on 15-Jul-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statement

Item 1.01 Entry into a Material Definitive Agreement.

On July 12, 2013, in connection with the commencement of a controlled equity offering program through which Ramco-Gershenson Properties Trust (the "Company") may sell up to 8 million shares of its common shares of beneficial interest, par value $0.01 per share (the "Common Shares"), from time to time, the Company and Ramco-Gershenson Properties, L.P. (the "Operating Partnership") entered into separate Controlled Equity Offering Sales Agreements (the "Sales Agreements") with each of Cantor Fitzgerald & Co., Jefferies LLC, KeyBanc Capital Markets Inc., RBS Securities Inc., Raymond James & Associates, Inc. and Evercore Group L.L.C. (each, an "Agent" and collectively, the "Agents").

In accordance with the terms of the Sales Agreements, the Company may offer to sell up to 8 million Common Shares from time to time through one of the Agents, acting as the Company's agent. Sales of Common Shares, if any, will be made by means of ordinary brokers' transaction on the New York Stock Exchange, or otherwise at market prices prevailing at the time of sale or negotiated transactions or as otherwise agreed upon with an Agent. An Agent is entitled to compensation of up to 2% of the gross sales price per share for any Common Shares sold by that Agent as the Company's agent. Subject to the terms and conditions of the Sales Agreements, each Agent will use its commercially reasonable efforts to sell on the Company's behalf any Common Shares to be offered by the Company under the Sales Agreements. The offering of Common Shares pursuant to the Sales Agreements will terminate upon the earlier of (a) the sale of all the Common Shares subject to the Sales Agreements, and (b) the termination of all of the Sales Agreements by the Agents or the Company.

The offering of Common Shares through this program will be made pursuant to the Company's effective registration statement on Form S-3 (No. 333-174805), filed on June 9, 2011 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") in connection with the sale from time to time by the Company of its Common Stock, preferred stock or debt securities, the Prospectus, dated June 17, 2011, filed as a portion of the Registration Statement, and a prospectus supplement dated July 12, 2013, filed by the Company with the Commission (the "Prospectus Supplement"). This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Common Stock 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.

The foregoing description of the material terms of the Sales Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement by and among the Company, the Operating Partnership and Cantor Fitzgerald & Co., which is filed as Exhibit 1.1 to this report and incorporated herein by reference. The Sales Agreements with the other Agents listed above are substantially identical in all material respects except as to the parties.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

1.1 Controlled Equity Offering Sales Agreement dated July 12, 2013, among Ramco-Gershenson Properties Trust, Ramco-Gershenson Properties, L.P. and Cantor Fitzgerald & Co.
5.1 Opinion of Ballard Spahr LLP as Maryland real estate investment trust counsel to Ramco-Gershenson Properties Trust, dated July 12, 2013
23.1 Consent of Ballard Spahr LLP (included in Exhibit 5.1)

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