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FRT > SEC Filings for FRT > Form 8-K on 12-Feb-2014All Recent SEC Filings

Show all filings for FEDERAL REALTY INVESTMENT TRUST | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FEDERAL REALTY INVESTMENT TRUST


12-Feb-2014

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On February 12, 2014, Federal Realty Investment Trust (the "Company") entered into new Equity Distribution Agreements (the "New Agreements") with each of Wells Fargo Securities, LLC ("Wells Fargo") and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with Wells Fargo, collectively the "Agents"), under which the Company may issue and sell, from time to time, up to $300,000,000 aggregate offering price of its common shares of beneficial interest, par value $0.01 per share ("Shares"), through the Agents, acting as agents and/or principals. The New Agreements replace the existing Equity Distribution Agreement dated May 8, 2012 ("Initial Agreement") with Wells Fargo, and no further issuances or sales may be made under the Initial Agreement. The Company issued and sold approximately $274,000,000 aggregate offering price of Shares of the $300,000,000 approved under the Initial Agreement. Accordingly, the New Agreements reflect an incremental increase of approximately $274,000,000 aggregate offering price of Shares over what remained under the Initial Agreement.

Sales of Shares under the New Agreements, if any, will 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. The Company will pay the Agents compensation for sales of Shares at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the gross sales price of the Shares. Under the New Agreements, the Company may also sell Shares to the Agents for their own account.

The New Agreements are filed as Exhibits 1.1 and 1.2 to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing description of the material terms of the New Agreements is qualified in its entirety by reference to such exhibits.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.        Description

 1.1         Equity Distribution Agreement, dated February 12, 2014 between Federal
             Realty Investment Trust and Wells Fargo Securities, LLC

 1.2         Equity Distribution Agreement, dated February 12, 2014 between Federal
             Realty Investment Trust and Merrill Lynch, Pierce, Fenner & Smith
             Incorporated

 5.1         Opinion of Pillsbury Winthrop Shaw Pittman LLP relating to legality of
             the Shares

 8.1         Opinion of Pillsbury Winthrop Shaw Pittman LLP relating to certain tax
             matters

23.1         Consents of Pillsbury Winthrop Shaw Pittman LLP (contained in the
             opinions filed as Exhibits 5.1 and 8.1 hereto)


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