Item 8.01. Other Events.
On
In connection with the filing of the new shelf registration statement, the
Company also filed with the
In connection with the ATM Program, the Company entered into a distribution
agreement, dated
Sales of the Shares, if any, may be made in privately negotiated transactions,
which may include block trades, or transactions that are deemed to be "at the
market" offerings as defined in Rule 415 under the Securities Act of 1933, as
amended, including, without limitation, sales made directly on the
The Distribution Agreement contemplates that, in addition to the issuance and
sale of the Shares by the Company through or to the Agents, acting as the
Company's sales agents or as principals, as applicable, the Company may also
enter into separate master forward confirmations, along with one or more
supplemental confirmations related thereto (each supplemental confirmation,
together with the related master forward confirmation, a "Forward Sale
Agreement" and, collectively, the "Forward Sale Agreements"), with each of
Deutsche Bank AG,
The Company will not initially receive any proceeds from any sale of shares of its Common Stock borrowed by a Forward Purchaser (or its affiliate) and sold through a Forward Seller. The Company currently expects to fully physically settle each Forward Sale Agreement, if any, on one or more dates specified by the Company on or prior to the maturity date of such Forward Sale Agreement, in which case the Company expects to receive aggregate net cash proceeds at settlement equal to the number of shares underlying such Forward Sale Agreement multiplied by the relevant forward sale price per share. However, subject to certain exceptions, the Company may also elect, in its sole discretion, to cash settle or net share settle all or any portion of its obligations under any Forward Sale Agreement. If the Company elects to cash settle any Forward Sale Agreement, it may not receive any proceeds and may owe cash to the applicable Forward Purchaser in certain circumstances. If the Company elects to net share settle any Forward Sale Agreement, it will not receive any proceeds, and it may owe shares of its Common Stock to the applicable Forward Purchaser in certain circumstances.
Each Sales Agent will be entitled to compensation of up to 2.0% of the gross sales price per share for any Shares sold through it as Sales Agent under the Distribution Agreement. In connection with any Forward Sale Agreement, the Company will pay the applicable Forward Seller a commission, in the form of a reduced initial forward sale price under the related Forward Sale Agreement, at a mutually agreed rate not exceeding 2.0% of the volume-weighted average of the sales prices per share of the borrowed shares of the Company's Common Stock sold through such Forward Seller during the applicable forward hedge selling period for such transaction (subject to certain adjustments).
The Company may also sell some or all of the Shares to a Sales Agent as principal for its own account at a price agreed upon at the time of sale.
The offering of the Shares pursuant to the Distribution Agreement will terminate
upon the earlier of (1) the sale of all of the Shares subject to the
Distribution Agreement (including Shares sold by the Company through or to the
Agents and Shares sold through the Forward Sellers), (2) with respect to a
particular Sales Agent, Forward Seller or Forward Purchaser, the amendment of
the Distribution Agreement to remove such Sales Agent, Forward Seller or Forward
Purchaser, and (3)
The foregoing description of the Distribution Agreement and Forward Sale Agreements are qualified in their entirety by reference to the Distribution Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference and the form of Master Forward Confirmation filed as Exhibit 1.2 to this Current Report on Form 8-K and incorporated herein by reference, respectively.
In connection with the filing of the Prospectus Supplement, the Company is
filing as Exhibit 5.1 hereto the opinion of its counsel,
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there been any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1* Distribution Agreement, datedAugust 6, 2021 , by and among the Company, theOperating Partnership and the Agents, Forward Sellers and Forward Purchasers party thereto 1.2* Form of Master Forward Confirmation 5.1* Opinion ofGoodwin Procter LLP with respect to the legality of the Shares 23.1* Consent ofGoodwin Procter LLP (contained in its opinion filed as Exhibit 5.1 and incorporated herein by reference) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
* Filed herewith
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