Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Phillips Edison & Company, Inc. | exhibit991december2020tend.htm |
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 31, 2020
Phillips Edison & Company, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 000-54691 | 27-1106076 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
11501 Northlake Drive Cincinnati, Ohio | 45249 | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(513) 554-1110 | ||
| (Registrant’s telephone number, including area code) | ||
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| None | None | None | ||||||
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 8.01 Other Events.
On December 31, 2020, Phillips Edison & Company, Inc. (“PECO” or the “Company”), an internally-managed real estate investment trust and one of the nation’s largest owners and operators of grocery-anchored shopping centers, announced the preliminary results of its offer (the “Tender Offer”) to purchase up to 17,400,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at $5.75 per share. The Tender Offer expired at 5:00 p.m. Eastern Time on Tuesday, December 29, 2020.
Based on the preliminary count by the paying agent and depositary for the Tender Offer, approximately 13.5 million shares were tendered pursuant to the Tender Offer, and accordingly, PECO expects to purchase 100% of the tendered shares for an aggregate cost of approximately $77.7 million.
The number of shares accepted for purchase represent approximately 4.1% of PECO’s fully diluted share count. Following the settlement of the Tender Offer, PECO will have approximately 319.7 million shares of Common Stock and OP Units outstanding.
The number of shares of Common Stock to be purchased are preliminary and subject to change. The preliminary information contained in this Current Report on Form 8-K is subject to confirmation by the paying agent and depositary. The final number of shares of Common Stock to be purchased will be announced following completion of the confirmation process. Payments for the shares accepted for purchase under the Tender Offer are expected to be initiated on January 7, 2021.
The press release announcing the preliminary results of the Tender Offer is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibit | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) | |||||||
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.
| PHILLIPS EDISON & COMPANY, INC. | ||||||||||||||||||||
| Dated: December 31, 2020 | By: | /s/ John P. Caulfield | ||||||||||||||||||
| John P. Caulfield | ||||||||||||||||||||
| Chief Financial Officer, Senior Vice President and Treasurer | ||||||||||||||||||||