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)
October 9, 2020
Douglas Emmett, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | | 1-33106 | | 20-3073047 |
(State or other jurisdiction of incorporation) | | Commission file number | | (I.R.S. Employer identification No.) |
1299 Ocean Avenue, Suite 1000, Santa Monica, California 90401
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (310) 255-7700
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 (see General Instruction A.2. below):
¨ 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 | | Name of Each Exchange on Which Registered |
| Common Stock, $0.01 par value per share | | DEI | | New York Stock Exchange |
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. ¨
In connection with the commencement of a “continuous equity offering” (the “Offering”), under which Douglas Emmett, Inc. (the “Company”) may sell up to an aggregate of $400.0 million of shares of its common stock (the “Shares”) from time to time in “at the market” offerings, on October 9, 2020, the Company filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”). The Company may sell the Shares in amounts and at times to be determined by the Company from time to time, but has no obligation to sell any of the Shares in the Offering. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others), market conditions, the trading price of the Company’s common stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company. The Company intends to use the net proceeds from the offering of the Shares, if any, for general corporate purposes, which may include future acquisitions, development projects or the repayment of indebtedness.
The Offering will occur pursuant to an equity distribution agreement (the “Agreement”) dated October 9, 2020, entered into by the Company, Douglas Emmett Management, Inc., a Delaware corporation, and Douglas Emmett Properties, LP, a Delaware limited partnership, with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Jefferies LLC, as agents for the offer and sale of the Shares (each, an “Agent,” and together, the “Agents”). The Agreement has a term of up to three years and provides that the Company may offer and sell from time to time pursuant to the Agreement up to $400.0 million of Shares during such term.
Sales of the Shares, if any, made through the Agents, as sales agents, as contemplated by the Prospectus Supplement and accompanying prospectus, may be made (1) by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices prevailing at the time of sale, in negotiated transactions or as otherwise agreed by the Company, the applicable Agent and the applicable investor, (2) to or through any market maker or (3) on or through any other national securities exchange or facility thereof, trading facility of a securities association or national securities exchange, alternative trading system, electronic communication network or other similar market venue. The Company will pay each of the Agents a commission that will not (except as provided below) exceed, but may be lower than, 2.0% of the gross sales price of Shares sold through such Agent, as sales agent, under the Agreement. The Company may also agree with the applicable Agent to sell shares other than through ordinary brokers’ transactions using sales efforts and methods that may constitute “distributions” within the meaning of Rule 100 of Regulation M under the Securities Exchange Act of 1934, as amended, and the Company and the applicable Agent will agree to compensation for the applicable Agent for such sales.
Under the terms of the Agreement, the Company may also sell shares of its common stock to any of the Agents, as principal, at a price per share to be agreed upon at the time of sale. If the Company sells shares to an Agent as principal, the Company will enter into a separate terms agreement with that Agent and it will describe the terms of the offering of those shares in a separate prospectus supplement.
None of the Agents is required to sell any specific number or dollar amount of Shares, but each will use its commercially reasonable efforts, as sales agents and subject to the terms of the Agreement, to sell the Shares offered, as instructed by the Company. The Shares offered and sold through the Agents, as sales agents, pursuant to the Prospectus Supplement and the accompanying prospectus will be offered and sold through only one Agent on any given day. The offering of Shares pursuant to the Agreement will terminate upon the earlier of (i) the sale of Shares having an aggregate offering price of $400.0 million and (ii) the termination of the Agreement by the Company, by each of the Agents, or by its terms, as applicable.
The Shares will be issued pursuant to the Prospectus Supplement and the Company’s automatic shelf registration statement on Form S-3 (File No. 333-249409) filed on October 9, 2020 with the SEC. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Affiliates of the Agents are lenders and, in certain cases, agents under the Company’s revolving credit facility and/or certain of the Company’s term loans, including those of the Company’s unconsolidated fund. In addition, affiliates of J.P. Morgan are tenants in certain of the Company’s office properties, with leases that collectively represent less than 1.0% of the Company’s annualized rent as of June 30, 2020.
The description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| 1.1 | Equity Distribution Agreement, dated October 9, 2020, by and among Douglas Emmett, Inc., Douglas Emmett Management, Inc., Douglas Emmett Properties, LP, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Jefferies LLC |
| | |
| 5.1 | Opinion of Venable LLP regarding the legality of the shares offered |
| | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) |
| | |
| 104 | Cover Page Interactive Data 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 thereunto duly authorized.
| | DOUGLAS EMMETT, INC. |
| | | |
| Dated: October 13, 2020 | By: | /s/ PETER D. SEYMOUR |
| | | Peter D. Seymour |
| | | Chief Financial Officer |
