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AVIV > SEC Filings for AVIV > Form 8-K on 11-Apr-2014All Recent SEC Filings

Show all filings for AVIV REIT, INC.

Form 8-K for AVIV REIT, INC.


Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

On April 9, 2014, Aviv REIT, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co., as representatives of the several underwriters named therein (collectively, the "Underwriters"), in connection with the underwritten public offering and sale of 8,000,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a price to the public of $24.10 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,200,000 shares of the Common Stock. The Underwriters exercised their option in full on April 10, 2014. Subject to customary conditions, the offering is expected to close on April 15, 2014.

The offering is being conducted pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-192681) under the Securities Act of 1933, as amended (the "Securities Act"), including the prospectus contained therein dated January 28, 2014 and a related prospectus supplement dated April 9, 2014, on file with the Securities and Exchange Commission.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company, as well as customary indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this report and is incorporated herein by reference thereto. A copy of the opinion of Venable LLP, Maryland counsel to the Company, regarding the legality of the shares of Common Stock to be issued and sold in the offering is filed as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) The following is a list of the exhibits filed herewith.

Number       Description

1.1          Underwriting Agreement dated April 9, 2014 between Aviv REIT, Inc. and
             Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith
             Incorporated and Goldman, Sachs & Co., as representatives of the
             several underwriters named therein

5.1          Opinion of Venable LLP

23.1         Consent of Venable LLP (included in Exhibit 5.1)

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