Attached files
file | filename |
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EX-1.1 - EX-1.1 - EQUITY ONE, INC. | g22486exv1w1.htm |
EX-5.1 - EX-5.1 - EQUITY ONE, INC. | g22486exv5w1.htm |
EX-10.1 - EX-10.1 - EQUITY ONE, INC. | g22486exv10w1.htm |
EX-10.3 - EX-10.3 - EQUITY ONE, INC. | g22486exv10w3.htm |
EX-10.2 - EX-10.2 - EQUITY ONE, INC. | g22486exv10w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2010
EQUITY ONE, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation)
001-13499 | 52-1794271 | |
(Commission File Number) | (IRS Employer Identification No.) |
1600 NE Miami Gardens Drive North Miami Beach, Florida |
33179 |
|
(Address of principal executive offices) | (Zip Code) |
(305) 947-1664
(Registrants telephone number, including area code)
N/A
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
On March 9, 2010, Equity One, Inc., a Maryland corporation (the Company), entered
into common stock purchase agreements (the Common Stock Purchase Agreements) with each of
MGN America, LLC (MGN) and Silver Maple (2001), Inc. (SMI and together with
MGN, the Purchasers), entities affiliated with the Companys largest stockholder,
Gazit-Globe, Ltd., and which may be deemed to be controlled by Chaim Katzman, the chairman of the
Companys board of directors, to purchase an aggregate of 600,000 shares of the Companys Common
Stock, par value $0.01 per share (the Common Stock), at the indicative price per share
established by the underwriter in the public offering of the Companys Common Stock described
below. The closing of the transaction (the Concurrent Sale) was conditioned upon the
substantially simultaneous consummation of the public offering described below.
Concurrently with the execution of the Common Stock Purchase Agreements, the Company and the
Purchasers entered into a registration rights agreement (the Registration Rights
Agreement). The Registration Rights Agreement provides that at any time beginning six months
after the consummation of the Concurrent Sale, and subject to certain limitations, the Purchasers
can request that the Company file up to two registration statements registering all or a portion of
their registrable shares. The Registration Rights Agreement also provides customary piggyback
registration rights pursuant to which each Purchaser may include its shares in certain registration
statements filed by the Company. The Company is required to pay all fees and expenses, other than
underwriting discounts and commissions, relating to the registration of the Purchasers shares
pursuant to the Registration Rights Agreement.
On March 9, 2010, the Company entered into an underwriting agreement with Citigroup Global
Markets Inc. (the Underwriting Agreement) with respect to the issue and sale of 4,200,000
shares of the Companys Common Stock (the Public Offering). The Company also granted the
underwriter an option to purchase up to 630,000 additional shares of Common Stock to cover
over-allotments, which option was exercised in full by the underwriter on March 11, 2010. The
shares of Common Stock were registered under the Securities Act of 1933, as amended, pursuant to
the Companys shelf registration statement on Form S-3 (File No. 333-158195), filed with the
Securities and Exchange Commission on March 25, 2009, and were offered to the public at the
indicative price established by the underwriter of $18.40 per share.
Both the Public Offering and the Concurrent Sale were consummated on March 15, 2010.
The foregoing description of the Common Stock Purchase Agreements, the Registration Rights
Agreement and the Underwriting Agreement is only a summary and is qualified in its entirety by
reference to the full text of the Common Stock Purchase Agreements, the Registration Rights
Agreement and the Underwriting Agreement, which are filed as Exhibits 10.1 and 10.2, Exhibit 10.3
and Exhibit 1.1, respectively, to this Current Report on Form 8-K, and each of which is
incorporated by reference in this Item 1.01.
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Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
1.1 | Underwriting Agreement, dated as of March 9, 2010, between Equity One, Inc. and Citigroup Global Markets Inc. | ||
5.1 | Opinion of Venable LLP. | ||
10.1 | Common Stock Purchase Agreement, dated as of March 9, 2010, between Equity One, Inc. and MGN America, LLC. | ||
10.2 | Common Stock Purchase Agreement, dated as of March 9, 2010, between Equity One, Inc. and Silver Maple (2001), Inc. | ||
10.3 | Registration Rights Agreement, dated as of March 9, 2010, by and among Equity One, Inc., MGN America, LLC and Silver Maple (2001), Inc. | ||
23.1 | Consent of Venable LLP (included in Exhibit 5.1 hereto). |
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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.
EQUITY ONE, INC. |
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Date: March 15, 2010 | By: | /s/ Arthur L. Gallagher | ||
Arthur L. Gallagher | ||||
Executive Vice President, General Counsel and Secretary |
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INDEX TO EXHIBITS
Exhibit Number | Description of Exhibit | |||
1.1 | Underwriting Agreement, dated as of March 9, 2010, between
Equity One, Inc. and Citigroup Global Markets Inc. |
|||
5.1 | Opinion of Venable LLP. |
|||
10.1 | Common Stock Purchase Agreement, dated as of March 9, 2010,
between Equity One, Inc. and MGN America, LLC. |
|||
10.2 | Common Stock Purchase Agreement, dated as of March 9, 2010,
between Equity One, Inc. and Silver Maple (2001), Inc. |
|||
10.3 | Registration Rights Agreement, dated as of March 9, 2010,
by and among Equity One, Inc., MGN America, LLC and Silver
Maple (2001), Inc. |
|||
23.1 | Consent of Venable LLP (included in Exhibit 5.1 hereto). |
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