Attached files
file | filename |
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EX-5.1 - EX-5.1 - EQUITY ONE, INC. | g27360exv5w1.htm |
EX-1.1 - EX-1.1 - EQUITY ONE, INC. | g27360exv1w1.htm |
EX-10.2 - EX-10.2 - EQUITY ONE, INC. | g27360exv10w2.htm |
EX-10.1 - EX-10.1 - EQUITY ONE, INC. | g27360exv10w1.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): May 18, 2011
EQUITY ONE, INC.
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
Item 3.02 Unregistered Sales of Equity Securities
On May 18, 2011, Equity One, Inc., a Maryland corporation (the Company), entered
into a common stock purchase agreement (the Common Stock Purchase Agreement) with MGN
(USA), Inc. (the Purchaser), an entity 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 1,000,000 shares (the Concurrent
Shares) of the Companys Common Stock, par value $0.01 per share (the Common Stock),
at a price per share of $19.42, the price per share established by the underwriter in the public
offering of the Companys Common Stock described below, for an aggregate offering price of
approximately $19.4 million. There were no underwriting discounts or commissions on the Concurrent
Shares. The closing of the transaction (the Concurrent Sale) was conditioned upon the
substantially simultaneous consummation of the public offering described below. The Concurrent
Shares were sold in reliance on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended.
Concurrently with the execution of the Common Stock Purchase Agreement, the Company and the
Purchaser 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 Purchaser
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 the 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 May 18, 2011, the Company entered into an underwriting agreement with Barclays Capital Inc.
(the Underwriting Agreement) with respect to the issue and sale of 5,000,000 shares of
the Companys Common Stock (the Public Offering). The Company also granted the
underwriter an option to purchase up to 750,000 additional shares of Common Stock. 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. 333-166800), filed with the Securities
and Exchange Commission on May 13, 2010, and were offered to the public at a price of $19.42 per
share.
Both the Public Offering and the Concurrent Sale were consummated on May 24, 2011.
The foregoing description of the Common Stock Purchase Agreement, 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 Agreement, the Registration Rights
Agreement and the Underwriting Agreement, which are filed as Exhibit 10.1, Exhibit 10.2 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 and Item 3.02.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
1.1
|
Underwriting Agreement, dated as of May 18, 2011, between Equity One, Inc. and Barclays Capital Inc. | |
5.1
|
Opinion of Venable LLP. | |
10.1
|
Common Stock Purchase Agreement, dated as of May 18, 2011, between Equity One, Inc. and MGN (USA), Inc. | |
10.2
|
Registration Rights Agreement, dated as of May 18, 2011, by and among Equity One, Inc. and MGN (USA), Inc. | |
23.1
|
Consent of Venable LLP (included in Exhibit 5.1 hereto). |
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. |
||||
Date: May 24, 2011 | By: | /s/ Arthur L. Gallagher | ||
Arthur L. Gallagher | ||||
Executive Vice President, General Counsel and Secretary |
INDEX TO EXHIBITS
Exhibit Number | Description of Exhibit | |
1.1
|
Underwriting Agreement, dated as of May 18, 2011, between Equity One, Inc. and Barclays Capital Inc. | |
5.1
|
Opinion of Venable LLP. | |
10.1
|
Common Stock Purchase Agreement, dated as of May 18, 2011, between Equity One, Inc. and MGN (USA), Inc. | |
10.2
|
Registration Rights Agreement, dated as of May 18, 2011, by and among Equity One, Inc. and MGN (USA), Inc. | |
23.1
|
Consent of Venable LLP (included in Exhibit 5.1 hereto). |