Current Report Filing (8-k)
07 Dezember 2021 - 12:06PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): December 3,
2021
ARMADA HOFFLER PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-35908 |
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46-1214914 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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222 Central Park Avenue |
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Suite 2100 |
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Virginia Beach |
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Virginia |
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23462 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(757) 366-4000
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, $0.01 par value per share |
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AHH |
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New York Stock Exchange |
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6.75% Series A Cumulative Redeemable Perpetual Preferred Stock,
$0.01 par value per share |
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AHHPrA |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Item 1.01.
Entry into a Material Definitive Agreement.
On December 3, 2021, a wholly owned subsidiary of Armada Hoffler
Properties, Inc. (the “Company”) entered into a membership interest
purchase agreement (the “Agreement”) with an unrelated third party
to acquire a 79% interest and an additional 11% economic interest
in the mixed-use property known as the Exelon Building for a
purchase price of approximately $92.2 million in cash and a loan to
the seller of approximately $12.8 million (the “Exelon
Acquisition”). In connection with the Exelon Acquisition, the
Company will assume its proportionate share of the $156.3 million
of debt secured by the Exelon Building, which the Company intends
to refinance following the acquisition.
The Exelon Building is a mixed-use property located in Baltimore’s
Harbor Point, and is comprised of a 23-story, 444,000 square foot
Class A office building that serves as the regional headquarters
for Exelon Corporation (“Exelon”), a Fortune 100 energy company, as
well as (i) a multifamily component comprised of 103 units, which
are approximately 96% occupied as of November 22, 2021, (ii) 750
parking spaces, 500 of which are leased by Exelon and (iii) 38,500
square feet of retail space anchored by West Elm. As of the date of
this Current Report on Form 8-K, the office component of the Exelon
Building is 100% leased by Exelon pursuant to a lease with a
remaining term of 15 years and a three percent annual rent
escalator.
The Exelon Acquisition is subject to customary closing conditions,
including satisfactory due diligence, and the Company expects to
close the Exelon Acquisition by the end of the first quarter of
2022. There can be no assurances that these conditions will be
satisfied or that the Company will complete the Exelon Acquisition
on the terms described herein or at all, or that the Company will
realize the expected benefits of the Exelon Acquisition in part or
at all.
Item 7.01. Regulation FD Disclosure.
On December 7, 2021 the Company issued a press release announcing
entry into the Agreement. A copy of the press release is attached
hereto as Exhibit 99.1 to this report and is incorporated in this
Item 7.01 by reference.
The information contained in Item 7.01 of this Current Report on
Form 8-K (including Exhibit 99.1 attached hereto) shall not be
deemed “filed” for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as expressly provided by
specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
Certain matters within this Current Report on Form 8-K are
discussed using forward-looking language as specified in the
Private Securities Litigation Reform Act of 1995, and, as such, may
involve known and unknown risks, uncertainties and other factors
that may cause the actual results or performance to differ from
those projected in the forward-looking statement. These
forward-looking statements include comments relating to, among
other things, the completion of the Exelon Acquisition and the
satisfaction of conditions to closing of acquisitions and
dispositions. For a description of factors that may cause the
Company’s actual results or performance to differ from its
forward-looking statements, please review the information under the
heading “Risk Factors” included in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2020, and other documents
filed by the Company with the Securities and Exchange
Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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ARMADA HOFFLER PROPERTIES, INC. |
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Date: December 7, 2021 |
By: |
/s/ Michael P. O’Hara |
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Michael P. O’Hara |
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Chief Financial Officer, Treasurer and Secretary |
Armada Hoffler Properties (NYSE:AHH-A)
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