Attached files
file | filename |
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EX-5.2 - EX-5.2 - COLONIAL PROPERTIES TRUST | g25499exv5w2.htm |
EX-5.1 - EX-5.1 - COLONIAL PROPERTIES TRUST | g25499exv5w1.htm |
EX-1.2 - EX-1.2 - COLONIAL PROPERTIES TRUST | g25499exv1w2.htm |
EX-8.1 - EX-8.1 - COLONIAL PROPERTIES TRUST | g25499exv8w1.htm |
EX-1.1 - EX-1.1 - COLONIAL PROPERTIES TRUST | g25499exv1w1.htm |
EX-99.1 - EX-99.1 - COLONIAL PROPERTIES TRUST | g25499exv99w1.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): December 10, 2010
COLONIAL PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Alabama | 1-12358 | 59-7007599 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
COLONIAL REALTY LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware | 0-20707 | 63-1098468 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2101 Sixth Avenue North, Suite 750, Birmingham, Alabama |
35203 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (205) 250-8700
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:
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 December 10, 2010, Colonial Properties Trust (the Company) and Colonial Realty Limited
Partnership, a Delaware limited partnership (the Operating Partnership), entered into separate
Equity Distribution Agreements (the Equity Distribution Agreements) with each of Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC (each an Agent, and together
the Agents), respectively, pursuant to which the Company may sell from time to time, in a
continuous equity offering program under its Registration Statement on Form S-3 (File No.
333-158081), up to $100,000,000 in aggregate offering price of its common shares of beneficial
interest, $0.01 par value per share (the Common Shares), through the Agents, as the Companys
agents. Sales of the Common Shares made pursuant to the Equity Distribution Agreements, if any, may
be made in negotiated transactions or transactions that are deemed to be at the market offerings,
including sales made directly on the New York Stock Exchange or sales made to or through a market
maker other than on an exchange.
The Equity Distribution Agreements are filed as Exhibit 1.1 and Exhibit 1.2 to this Current
Report, respectively, and the descriptions of the material terms of the Equity Distribution
Agreements in this Item 1.01 are qualified in their entirety by reference to such Exhibits, which
are incorporated herein by reference.
Item 7.01. | Regulation FD Disclosure. |
On December 10, 2010, the Company announced the offering via press release. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01 (including
Exhibit 99.1) shall not be deemed filed for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference into any filing made by the Company or
the Operating Partnership under the Exchange Act or Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such a filing.
* * *
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain
statements in this Current Report on Form 8-K may constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown
risks, uncertainties and other factors that may cause the companys actual results, performance,
achievements or transactions to be materially different from the results, performance, achievements
or transactions expressed or implied by the forward looking statements. Factors that impact such
forward looking statements include, among others, economic, business and real estate conditions and
markets, including recent deterioration in the economy and high unemployment in the U.S., together
with the downturn in the overall U.S. housing market resulting in weakness in the multifamily
market and the extent, strength and duration of the current recession or recovery; exposure, as a
multifamily focused REIT, to risks inherent in investments in a single industry; ability to obtain
financing on reasonable rates, if at all; performance of affiliates or companies in which we have
made investments; changes in operating costs; higher than expected construction costs;
uncertainties associated with the timing and amount of real estate disposition and the resulting
gains/losses associated with such dispositions; legislative or regulatory decisions; the Companys
ability to continue to maintain its status as a REIT for federal income tax purposes; price
volatility, dislocations and liquidity disruptions in the financial markets and the resulting
impact on availability of financing; the effect of any rating agency actions on the cost and
availability of new debt financings; level and volatility of interest or capitalization rates or
capital market conditions;
effect of any terrorist activity or other heightened geopolitical crisis; or other factors
affecting the real estate industry generally.
Except as otherwise required by the federal securities laws, the company assumes no
responsibility to update the information in this Current Report on Form 8-K.
The company refers you to the documents filed by the company from time to time with the
Securities and Exchange Commission, specifically the section titled Risk Factors in the companys
Annual Report on Form 10-K for the year ended December 31, 2009, as may be updated or supplemented
in the companys Form 10-Q filings, which discuss these and other factors that could adversely
affect the companys results.
This Current Report on Form 8-K is being filed or furnished, as applicable, on behalf of
Colonial Properties Trust (CLP) and Colonial Realty Limited Partnership (CRLP) to the extent
applicable to either or both registrants. Certain of the events disclosed in the items covered by
this Current Report on Form 8-K may apply to CLP only, CRLP only or both CLP and CRLP, as
applicable.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
Attached as exhibits to this form are the documents listed below:
Exhibit | Document | |
1.1
|
Equity Distribution Agreement, dated December 10, 2010, by and among the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Agent | |
1.2
|
Equity Distribution Agreement, dated December 10, 2010, by and among the Company, the Operating Partnership and Wells Fargo Securities, LLC, as Agent | |
5.1
|
Opinion of Hogan Lovells US LLP regarding the legality of the Common Shares | |
5.2
|
Opinion of Sirote & Permutt, P.C. regarding Alabama law | |
8.1
|
Opinion of Hogan Lovells US LLP regarding certain tax matters | |
23.1
|
Consent of Hogan Lovells US LLP (included in Exhibits 5.1 and 8.1) | |
23.2
|
Consent of Sirote & Permutt, P.C. (included in Exhibit 5.2) | |
99.1
|
Press release issued by the Company on December 10, 2010 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Colonial Properties Trust
and Colonial Realty Limited Partnership now each has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
COLONIAL PROPERTIES TRUST |
||||
Date: December 10, 2010 | By: | /s/ C. Reynolds Thompson, III | ||
C. Reynolds Thompson, III | ||||
President and Chief Financial Officer | ||||
COLONIAL REALTY LIMITED PARTNERSHIP By: Colonial Properties Trust, its general partner |
||||
Date: December 10, 2010 | By: | /s/ C. Reynolds Thompson, III | ||
C. Reynolds Thompson, III | ||||
President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit | Document | |
1.1
|
Equity Distribution Agreement, dated December 10, 2010, by and among the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Agent | |
1.2
|
Equity Distribution Agreement, dated December 10, 2010, by and among the Company, the Operating Partnership and Wells Fargo Securities, LLC, as Agent | |
5.1
|
Opinion of Hogan Lovells US LLP regarding the legality of the Common Shares | |
5.2
|
Opinion of Sirote & Permutt, P.C. regarding Alabama law | |
8.1
|
Opinion of Hogan Lovells US LLP regarding certain tax matters | |
23.1
|
Consent of Hogan Lovells US LLP (included in Exhibits 5.1 and 8.1) | |
23.2
|
Consent of Sirote & Permutt, P.C. (included in Exhibit 5.2) | |
99.1
|
Press release issued by the Company on December 10, 2010 |