AKR Acadia Realty Trust

 

 

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):  January 9, 2024

 

Acadia Realty Trust

(Exact name of registrant as specified in its charter)

 

Maryland		1-12002		23-2715194
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

411 Theodore Fremd Avenue

Suite 300

Rye, New York 10580

(Address of principal executive offices) (Zip Code)

 

(914)288-8100

(Registrant’s telephone number, including area code)

 

(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)

 

¨	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))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of class of registered securities		Trading symbol		Name of exchange on which registered
Common shares of beneficial interest, par value $0.001 per share		AKR		The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 8.01 Other Events.

 

On January 9, 2024, Acadia Realty Trust (the “Company”) and Acadia Realty Limited Partnership, the operating partnership of the Company (the “Operating Partnership”), entered into Amendment No. 1 (“Amendment No. 1”) to the ATM Equity Offering Sales Agreement (as amended, the “Sales Agreement”) dated March 1, 2022, with each of BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents, principals and/or forward sellers (the “Sales Agents”), and Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Securities, LLC, or one of their respective affiliates, as forward purchasers (the “Forward Purchasers”), to sell, from time to time, common shares of beneficial interest of the Company, par value $0.001 per share, having an aggregate sale price of up to $250,000,000 through an at-the-market equity offering program. As of the date of Amendment No. 1, common shares having an aggregate sale price of up to $222,300,000 remain available for issuance under the at-the-market equity offering program (the “ATM Shares”).

 

Amendment No. 1 was entered into in order to (i) reflect the filing by the Company of a new shelf registration statement on Form S-3ASR (File No. 333-275356) with the Securities and Exchange Commission (the “Commission”) on November 7, 2023 (the “2023 Shelf Registration Statement”), (ii) include TD Securities (USA) LLC as an additional Sales Agent and Forward Seller, and The Toronto Dominion-Bank as an additional Forward Purchaser, (iii) add Deloitte & Touche LLP as an independent registered public accounting firm for the Company, and (iv) modify certain defined terms in the Sales Agreement, as well as certain other administrative matters.

 

The ATM Shares will be issued pursuant to the Company’s 2023 Shelf Registration Statement, which became effective automatically upon filing with the Commission on November 7, 2023. The prospectus supplement reflecting Amendment No. 1 was filed with the Commission on January 9, 2024.

 

The foregoing description of Amendment No. 1 is a summary and is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

In connection with the filing of the prospectus supplement, the Company’s counsel, Venable LLP delivered its legality opinion with respect to the ATM Shares, a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
1.1		Amendment No. 1, dated January 9, 2024, to the ATM Equity Offering Sales Agreement, dated March 1, 2022, among Acadia Realty Trust, Acadia Realty Limited Partnership and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents and forward sellers, and Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, The Toronto Dominion-Bank, Truist Bank and Wells Fargo Securities, LLC, or one of their respective affiliates, as forward purchasers
5.1		Opinion of Venable LLP
23.1		Consent of Venable LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	ACADIA REALTY TRUST
Dated: January 9, 2024
	By:	/s/ John Gottfried
	Name:	John Gottfried
	Title:	Executive Vice President and Chief Financial Officer

 

 

 

Exhibit 1.1

 

 

AMENDMENT NO. 1 TO

 

ATM EQUITY OFFERING SALES AGREEMENT
DATED MARCH 1, 2022

 

 among

 

ACADIA REALTY TRUST, 
ACADIA REALTY LIMITED PARTNERSHIP

 

and

 

BofA Securities, Inc.

BARCLAYS CAPITAL INC.

Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

Jefferies LLC
J.P. Morgan Securities LLC

TD SECURITIES (USA) LLC

TRUIST SECURITIES, Inc.

Wells Fargo Securities, LLC,

 

as agents

 

and

 

Bank of America, N.A.

BARCLAYS BANK PLC

CITIBANK, N.A.

Goldman Sachs & Co. LLC

Jefferies LLC
JPMorgan Chase Bank, National Association

THE TORONTO-DOMINION BANK

TRUIST BANK
Wells Fargo Bank, National Association,

 

AS FORWARD PURCHASERS

 

JANUARY 9, 2024

 

 

 

AMENDMENT NO. 1 TO ATM EQUITY OFFERING SALES AGREEMENT

 

AMENDMENT NO. 1, dated as of January 9, 2024 (“Amendment No. 1”), by and among Acadia Realty Trust, a Maryland real estate investment trust (the “Company”), Acadia Realty Limited Partnership, a Delaware limited partnership (the “Partnership”), BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, each as sales agent, principal and/or forward seller (in such capacity, each an “Agent,” and together, the “Agents”) and Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, each a “Forward Purchaser,” and together, the “Forward Purchasers”) to that certain ATM Equity Offering Sales Agreement, dated March 1, 2022 (the “Agreement”).

 

W I T N E S S E T H:

 

WHEREAS, the parties hereto are parties to the Agreement;

 

WHEREAS, the Company, the Partnership, the Agents and the Forward Purchasers wish to amend the Agreement to modify certain defined terms set forth in the Agreement and used therein and for certain other administrative matters, with effect on and after January 9, 2024 (the “Effective Date”); and

 

WHEREAS, this Amendment No. 1 shall constitute an amendment to the Agreement, which shall remain in full force and effect as amended by this Amendment.

 

NOW, THEREFORE, in consideration of the mutual agreement to amend the Agreement, the parties hereto, intending legally to be bound, hereby amend and modify the Agreement as of the date hereof as follows:

 

Section 1.      Definitions.

 

Unless otherwise specified herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.

 

Section 2.      Representation and Warranty.

 

Each of the Company and the Partnership, jointly and severally, represent and warrant to the Agents and the Forward Purchasers that this Amendment No. 1 has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company and the Partnership.

 

Section 3.      Amendment of the Agreement.

 

(a)            On and after the Effective Date, the references to “Registration Statement” shall refer to the registration statement on Form S-3 (File No. 333-275356) filed by the Company with the Commission on November 7, 2023, that became effective upon such filing in accordance with Rule 462(e) of the Securities Act Regulations, including the exhibits and any schedules thereto, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act.

 

(b)            On and after the Effective Date, the references to: (i) “Base Prospectus” shall refer to the base prospectus dated November 6, 2023 filed as part of the Registration Statement, as amended, in the form first furnished by the Company to the Agents for use in connection with the offering of the Shares, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at the Applicable Time; (ii) “Prospectus Supplement” shall refer to the most recent prospectus supplement relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act Regulations, in the form first furnished by the Company to the Agents for use in connection with the offering of the Shares, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at the Applicable Time; and (iii) “Prospectus” in the Agreement shall refer to the Base Prospectus and the Prospectus Supplement.

 

 

(c)            Notwithstanding anything to the contrary contained herein, this Amendment No. 1 shall not have any effect on offerings or sales of Shares that occurred prior to the Effective Date or on the terms of the Agreement, and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions), as well as the definitions of “Registration Statement,” “Base Prospectus,” “Prospectus Supplement” and “Prospectus,” contained in the Agreement.

 

(d)            On and after the Effective Date, Section 1(i) of the Agreement is deleted in its entirety and replaced with the following:

 

“(i)      (a) BDO USA, P.C., which delivered its audit report with respect to the consolidated financial statements of the Company, including the related notes and schedules, if any, thereto (collectively, the “Financial Statements”), filed with the Commission and included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act, the Exchange Act and the rules and regulations of the Public Company Accounting Oversight Board and (b) Deloitte & Touche LLP, is an independent registered public accounting firm as required by the Securities Act, the Exchange Act and the rules and regulations of the Public Company Accounting Oversight Board.”

 

(e)            On and after the Effective Date, Section 3(l) of the Agreement is deleted in its entirety and replaced with the following:

 

“(l)      Upon commencement of the offering of Shares under this Agreement, and at the time Shares are delivered to the Agents as principal on a Settlement Date, and promptly after each other Representation Date, the Company will cause BDO USA, P.C. and Deloitte & Touche LLP, or other independent accountants reasonably satisfactory to the Agents and the Forward Purchasers, to furnish to the Agents and the Forward Purchasers letters, dated the date of effectiveness of such amendment or the date of filing of such supplement or other document with the Commission, as the case may be, in form reasonably satisfactory to the Agents, the Forwards Purchasers and their counsel, of the same tenor as the letters referred to in Section 6(g) of this Agreement, but modified as necessary to relate to the Registration Statement, the Disclosure Package and the Prospectus, as amended and supplemented, or to the document incorporated by reference into the Prospectus, to the date of such letters. As used in this paragraph, to the extent there shall be an Applicable Time on or following the applicable Representation Date, “promptly” shall be deemed to be on or prior to the next succeeding Applicable Time. For the avoidance of doubt, so long as a placement notice issued by the Company is not presently outstanding, the Company shall not be required to deliver the information required under this subsection; the information required hereunder is only required to be delivered prior to the next issuance of a placement notice. The Company’s right to send a placement notice following a Representation Date shall be conditioned upon the Agents’ and the Forward Purchasers’ receipt of the deliverables required under this subsection.”

 

 

(f)            On and after the Effective Date, Section 6(g) of the Agreement is deleted in its entirety and replaced with the following:

 

“At the dates specified in Section 3(l) of this Agreement (including, without limitation, on every Request Date), BDO USA, P.C. and Deloitte & Touche LLP, the independent accountants of the Company who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, shall have furnished to the Agents and the Forward Purchasers letters dated as of the date of delivery thereof and addressed to the Agents and the Forward Purchasers each in form and substance reasonably satisfactory to the Agents and the Forward Purchasers and their counsel, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to agents and underwriters with respect to the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus.

 

(g)            On and after the Effective Date, all references to “BDO USA LLP” in the Agreement shall refer to “BDO USA, P.C.”

 

Section 4.      Parties. TD Securities (USA) LLC joins the Agreement, along with the other Agents, in its capacity as sales agent, principal and/or forward seller, and The Toronto-Dominion Bank joins the Agreement in its capacity as a forward purchaser.

 

All statements, requests, notices and agreements hereunder shall be in writing, and if to TD Securities (USA) LLC, as Agent, or The Toronto-Dominion Bank, as Forward Purchaser, as applicable, shall be delivered or sent by mail, telex or facsimile transmission to:

 

TD Securities (USA) LLC

1 Vanderbilt Avenue, New York, NY 10017

Attention: Equity Capital Markets

Email:

USTransactionAdvisory@tdsecurities.com; bradford.limpert@tdsecurities.com; michelle.martinelli@tdsecurities.com

 

The Toronto-Dominion Bank

c/o TD Securities (USA) LLC, as agent

1 Vanderbilt Avenue, New York, NY 10017

Attention: Global Equity Derivatives

	Email:	TDUSA-GEDUSInvestorSolutionsSales@tdsecurities.com;
		bradford.limpert@tdsecurities.com; vanessa.simonetti@tdsecurities.com;
		christopher.obalde@tdsecurities.com

 

Section 5.      Governing Law. THIS AMENDMENT NO. 1, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS AMENDMENT NO. 1, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICTS OF LAWS.

 

Section 6.      Entire Agreement. This Amendment No. 1 and the Agreement as further amended hereby contain the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. Except as further amended hereby, all of the terms of the Agreement shall remain in full force and effect and are hereby confirmed in all respects.

 

 

Section 7.      Execution in Counterparts. This Amendment No. 1 may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

Section 8.      Headings. The headings of the paragraphs herein are for convenience only. Such headings do not form a part hereof and are not intended to modify, interpret or construe the meaning of this Amendment No. 1.

 

[Signature pages follow.]

 

 

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Agents, the Forward Purchasers and the Company in accordance with its terms.

 

	Very truly yours,

	ACADIA REALTY TRUST

By:

/s/ Jason Blacksberg

Name:

Jason Blacksberg

	Title:	Executive Vice President and Chief Legal Officer

 

	ACADIA REALTY LIMITED PARTNERSHIP
	By:	ACADIA REALTY TRUST

Its sole general partner

 

By:

/s/ Jason Blacksberg

Name:

Jason Blacksberg

	Title:	Executive Vice President and Chief Legal Officer

 

[Signature Page to Amendment No. 1 to ATM Sales Agreement]

 

 

Accepted as of the date hereof:

 

BOFA SECURITIES, INC.				CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Hicham Hamdouch			By:	/s/ Kase Lawal
	Name:	Hicham Hamdouch			Name:	Kase Lawal
	Title:	Managing Director			Title:	Director

 

GOLDMAN SACHS & CO. LLC				JEFFERIES LLC
By:	/s/ Ryan Cunn			By:	/s/ Donald Lynaugh
	Name:	Ryan Cunn			Name:	Donald Lynaugh
	Title:	Managing Director			Title:	Managing Director

 

J.P. Morgan Securities LLC				TD SECURITIES (USA) LLC
By:	/s/ Brett Chalmers			By:	/s/ Brad Limpert
	Name:	Brett Chalmers			Name:	Brad Limpert
	Title:	Executive Director			Title:	Managing Director

 

TRUIST SECURITIES, INC.				WELLS FARGO SECURITIES, LLC
By:	/s/ Geoffrey Fennel			By:	/s/ Elizabeth Alvarez
	Name:	Geoffrey Fennel			Name:	Elizabeth Alvarez
	Title:	Director			Title:	Managing Director

 

[Signature Page to Amendment No. 1 to ATM Sales Agreement]

 

 

As Agents

 

Accepted as of the date hereof:

 

Bank of America, N.A.				CITIBANK, N.A.
By:	/s/ Rohan Handa			By:	/s/ Eric Natelson
	Name:	Rohan Handa			Name:	Eric Natelson
	Title:	Managing Director			Title:	Authorized Signatory

 

GOLDMAN SACHS & CO. LLC				JEFFERIES LLC
By:	/s/ Ryan Cunn			By:	/s/ Donald Lynaugh
	Name:	Ryan Cunn			Name:	Donald Lynaugh
	Title:	Managing Director			Title:	Managing Director

 

JPMorgan Chase Bank, National Association				The Toronto-Dominion Bank
By:	/s/ Brett Chalmers			By:	/s/ Vanessa Simonetti
	Name:	Brett Chalmers			Name:	Vanessa Simonetti
	Title:	Executive Director			Title:	Managing Director

 

TRUIST BANK				Wells Fargo Bank, National Association
By:	/s/ Michael Collins			By:	/s/ Elizabeth Alvarez
	Name:	Michael Collins			Name:	Elizabeth Alvarez
	Title:	Managing Director			Title:	Managing Director

 

As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in the Agreement and this Amendment No. 1.

 

[Signature Page to Amendment No. 1 to ATM Sales Agreement]

 

 

Accepted as of the date hereof:

 

BARCLAYS CAPITAL INC.
By:	/s/ Warren Fixmer
	Name:	Warren Fixmer
	Title:	Managing Director

 

As Agent

 

BARCLAYS BANK PLC
By:	/s/ Warren Fixmer
	Name:	Warren Fixmer
	Title:	Managing Director

 

As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in the Agreement and this Amendment No. 1.

 

[Signature Page to Amendment No. 1 to ATM Sales Agreement]

 

 

Exhibit 5.1

 

 

 

January 9, 2024

 

Acadia Realty Trust

411 Theodore Fremd Avenue

Suite 300

Rye, New York 10580

 

Re:      Registration Statement on Form S-3 (File No. 333-275356)

 

Ladies and Gentlemen:

 

We have served as Maryland counsel to Acadia Realty Trust, a Maryland real estate investment trust (the “Trust”), in connection with certain matters of Maryland law relating to the sale and issuance of common shares (the “Shares”) of beneficial interest, par value $.001 per share, of the Trust (the “Common Shares”) having an aggregate gross sales price of up to $250,000,000, which may be sold from time to time pursuant to that certain ATM Equity Offering Sales Agreement, dated as of March 1, 2022, as amended by that certain Amendment No. 1 to the ATM Equity Offering Sales Agreement, dated as of the date hereof (as amended, the “Agreement”), by and among the Trust, Acadia Realty Limited Partnership, a Delaware limited partnership for which the Trust is the sole general partner, and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, each as sales agent, principal and/or forward seller, and each of Bank of America, N.A., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, The Toronto Dominion Bank, Truist Bank and Wells Fargo Securities, LLC, each as forward purchaser. The Shares are covered by the above-referenced Registration Statement, and all amendments related thereto (the “Registration Statement”), filed by the Trust with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares will be issued from time to time in public offerings at market or negotiated prices pursuant to the Prospectus Supplement, dated January 9, 2024 (the “Prospectus Supplement”).

 

In connection with our representation of the Trust, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

 

1.            The Registration Statement and the related form of prospectus included therein in the form in which it was transmitted to the Commission under the 1933 Act;

 

2.            The Prospectus Supplement;

 

 

 

Acadia Realty Trust

January 9, 2024

Page 2 

3.            The Declaration of Trust of the Trust, as amended and supplemented (the “Declaration of Trust”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

 

4.            The Amended and Restated Bylaws of the Trust, certified as of the date hereof by an officer of the Trust;

 

5.            A certificate of the SDAT as to the good standing of the Trust, dated as of a recent date;

 

6.            The Agreement;

 

7.            The letter agreement in substantially the form attached as Annex III to the Agreement (the “Confirmation”);

 

8.            Resolutions adopted by the Board of Trustees of the Trust, or a duly authorized committee thereof (the “Resolutions”), relating to, among other matters, (i) the authorization of the registration, sale and issuance of the Shares and the delegation to specified trustees and a specified officer of the Trust (the “Authorized Persons”) to determine certain terms of the Shares in accordance with the Resolutions and (ii) the authorization of the execution and delivery by the Company of the Agreement and any Confirmation, certified as of the date hereof by an officer of the Trust;

 

9.            A certificate executed by an officer of the Trust, dated as of the date hereof; and

 

10.          Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

 

In expressing the opinion set forth below, we have assumed the following:

 

1.            Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

 

2.            Each individual executing any of the Documents on behalf of a party (other than the Trust) is duly authorized to do so.

 

 

 

Acadia Realty Trust

January 9, 2024

Page 3

 

3.            Each of the parties (other than the Trust) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

 

4.            All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

 

5.            The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership contained in Article VI of the Declaration of Trust.

 

6.            Upon the issuance of any of the Shares, the total number of Common Shares issued and outstanding will not exceed the total number of Common Shares that the Trust is then authorized to issue under the Declaration of Trust.

 

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

 

1.            The Trust is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

 

2.            The issuance of the Shares has been duly authorized and, when issued and delivered by the Trust against payment of the consideration therefor in accordance with the Registration Statement, the Resolutions, the Agreement, any Confirmation and any instructions by the Authorized Persons, the Shares will be validly issued, fully paid and nonassessable.

 

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

 

 

 

Acadia Realty Trust

January 9, 2024

Page 4

 

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

 

This opinion is being furnished to you for submission to the Commission as an exhibit to the Trust’s Current Report on Form 8-K relating to the Shares (the “Current Report”). We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

 

Very truly yours,

 

/s/ Venable LLP

 

 

v3.23.4

Cover	Jan. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 09, 2024
Entity File Number	1-12002
Entity Registrant Name	Acadia Realty Trust
Entity Central Index Key	0000899629
Entity Tax Identification Number	23-2715194
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	411 Theodore Fremd Avenue
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Rye
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10580
City Area Code	914
Local Phone Number	288-8100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common shares of beneficial interest, par value $0.001 per share
Trading Symbol	AKR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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