American Assets Trust (AAT) 8-K Entry into a Material Definitive Agreement

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): January 26, 2021

American Assets Trust, Inc.

American Assets Trust, L.P.

(Exact name of registrant as specified in its charter)

Maryland (American Assets Trust, Inc.) Maryland (American Assets Trust, L.P.)	001-35030 (American Assets Trust, Inc.) 333-202342-01 (American Assets Trust, L.P.)	27-3338708 (American Assets Trust, Inc.) 27-3338894 (American Assets Trust, L.P.)
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
11455 El Camino Real, Suite 200 San Diego, California 92130		92130
(Address of principal executive offices)		(Zip Code)

(858)

350-2600

Registrant’s telephone number, including area code:

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:

☐ 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:

Name of Registrant	Title of each class	Trading Symbol	Name of each exchange on which registered
American Assets Trust, Inc.	Common Stock, par value $0.01 per share	AAT	New York Stock Exchange
American Assets Trust, L.P.	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 1.01 ENTRY INTO A MATERIAL AGREEMENT

On January 26, 2021, American Assets Trust, L.P. (the “Operating Partnership”) issued and sold $500,000,000 in aggregate principal amount of its 3.375% Senior Notes due 2031 (the “Notes”). The terms of the Notes are governed by an indenture, dated January 26, 2021 (the “Indenture”), by and among the Operating Partnership, as issuer, American Assets Trust, Inc., as guarantor (the “Company”), and U.S. Bank National Association, as trustee, and an officers’ certificate, dated January 26, 2021 (the “Officers’ Certificate”), pursuant thereto establishing the form and terms of the Notes and the related guarantees.

The foregoing descriptions of the Notes, the Indenture and the Officers’ Certificate do not purport to be complete and are qualified in their entirety by the full text of the Indenture and the Officers’ Certificate, which are being filed herewith or incorporated by reference, as the case may be, as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form

8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

4.1*	Indenture, dated January 26, 2021, by and among American Assets Trust, L.P., as issuer, American Assets Trust, Inc., as guarantor, and U.S. Bank National Association, as trustee.
4.2*	Officers’ Certificate, dated January 26, 2021, pursuant to Sections 102, 201, 301 and 303 of the Indenture dated January 26, 2021, among American Assets Trust, L.P., as issuer, American Assets Trust, Inc., as guarantor, and U.S. Bank National Association, as trustee, establishing a series of securities entitled “3.375% Senior Notes due 2031,” including the form of 3.375% Senior Note due 2031 and the form of related guarantee.
5.1*	Opinion of Venable LLP.
5.2*	Opinion of Latham & Watkins LLP.
23.1*	Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto).
23.2*	Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.2 hereto).

* Filed herewith

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.

Date: January 26, 2021	AMERICAN ASSETS TRUST, INC.
	By:	/s/ Adam Wyll
		Adam Wyll Executive Vice President and Chief Operating Officer

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.

Date: January 26, 2021	AMERICAN ASSETS TRUST, L.P.
	By:	American Assets Trust, Inc., Its general partner
	By:	/s/ Adam Wyll
		Adam Wyll Executive Vice President and Chief Operating Officer