________________________________________________________________________
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): February 12, 2003
EQUITY ONE, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation)
001-13499
(Commission File Number)
52-1794271
(IRS Employer Identification Number)
1696 N.E. Miami Gardens Drive, North Miami Beach, Florida 33179
(Address of principal executive offices)
Registrant's telephone number, including area code: (305) 947-1664
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
________________________________________________________________________
Item 2. Acquisition or Disposition of Assets.
On February 12, 2003, Equity One, Inc. ("Equity One") completed its
acquisition of IRT Property Company, a Georgia corporation ("IRT"), by a
statutory merger in which IRT was merged with and into Equity One with Equity
One surviving as a Maryland corporation. The amount of consideration was
determined by arms length negotiations between the parties involved in the
transaction.
At the time of its acquisition, IRT, a self-managed real estate investment
trust, owned 89 shopping centers encompassing approximately 9.7 million square
feet of retail space. After the acquisition of IRT, Equity One now owns 180
properties encompassing approximately 18.4 million square feet, including 121
supermarket-anchored shopping centers, 11 drug store-anchored shopping centers,
40 other retail-anchored shopping centers, one self storage facility, one
industrial property and six retail development properties, as well as
non-controlling interests in four unconsolidated joint ventures.
In connection with the merger, each IRT shareholder was entitled to elect
to receive, for each share of IRT common stock, $12.15 in cash, 0.9 shares of
Equity One common stock or a combination of cash and stock. In the aggregate,
Equity One will pay approximately $188 million of cash merger consideration and
will issue approximately 17 million shares of its common stock. In addition,
Equity One assumed approximately $290 million of existing mortgage and unsecured
indebtedness of IRT.
Contemporaneously with the completion of the IRT acquisition, Equity One
completed a previously announced private placement of 6,911,000 shares of Equity
One common stock to existing, affiliated investors at a price of $13.47 per
share. Equity One used the proceeds of this private placement, as well as
proceeds from its previously announced $340 million unsecured revolving line of
credit, for which Wells Fargo Bank, National Association is the sole lead
arranger and administrative agent, to fund the costs of the merger, including
the cash portion of the merger consideration. The credit facility has an
interest rate of LIBOR plus a spread ranging from 0.65% to 1.35%, depending on
the credit ratings of Equity One's senior unsecured long-term indebtedness. The
initial interest rate is LIBOR plus 1.00%. After giving effect to the merger and
the private placement, Equity One has a total of approximately 58.6 million
shares of common stock outstanding.
The Equity One common stock issued in connection with the IRT acquisition
was registered under the Securities Act of 1933 pursuant to the Registration
Statement on Form S-4 (Registration No. 333-101776) of Equity One filed with the
Securities and Exchange Commission on December 11, 2002, as amended by the
Amendment No. 1 to Registration Statement filed and declared effective on
December 24, 2002. The joint proxy statement/prospectus filed with the
registration statement contains additional information about the merger. The
Equity One common stock issued in connection with the IRT acquisition has been
approved for listing on the New York Stock Exchange and will be traded under the
ticker symbol "EQY."
The foregoing summary of this acquisition is qualified in its entirety by
reference to the Agreement and Plan of Merger dated October 28, 2002 between
Equity One and IRT, the Common Stock Purchase Agreement dated October 28, 2002
between Equity One and the purchasers named therein and the Credit Agreement,
dated February 7, 2003, among Equity One, each of the financial institutions
initially a signatory thereto, Commerzbank AG New York and Grand Cayman
Branches, Keybank National Association and Southtrust Bank, as Documentary
Agents, and Wells Fargo Bank, National Association, as Sole Lead Arranger and
Administration Agent, each of which are incorporated by reference herein.
Reference is also made to Equity One's press release announcing the completion
of the IRT acquisition dated and issued on February 12, 2003 which is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5. Other Events.
In connection with the IRT acquisition, Equity One expressly assumed the
payment of the principal of, and any interest on, the publicly held debt
securities of IRT issued under the Indenture dated November 9, 1995, as amended
and supplemented, between IRT and SunTrust Bank, as Trustee (the "1995
Indenture") and under the
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Indenture dated September 9, 1998, as amended and supplemented, between IRT and
SunTrust Bank, as Trustee ("the 1998 Indenture"). Reference is made to the
Supplemental Indenture No. 5 to the 1995 Indenture dated as of February 12, 2003
among Equity One, IRT, each of the Guarantors set forth on the signature pages
attached thereto and SunTrust Bank, as Trustee, which is attached hereto as
Exhibit 4.1 and is incorporated by reference herein. Reference is also made to
the Supplemental Indenture No. 3 to the 1998 Indenture dated as of February 12,
2003 among Equity One, IRT, each of the Guarantors set forth on the signature
pages attached thereto and SunTrust Bank, as Trustee, which is attached hereto
as Exhibit 4.2 and is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
The following documents and information are incorporated herein by
reference:
The consolidated audited financial statements of IRT Property Company
as of, and for the periods ended December 31, 2001, including its
consolidated, audited balance sheets as of December 31, 2001 and 2000 and
consolidated audited statements of income and cash flows for the fiscal
years ending December 31, 2001, 2000 and 1999 contained in IRT's Current
Report on Form 8-K filed with the Securities and Exchange Commission on
December 9, 2002, and attached hereto as Exhibit 99.3.
The consolidated unaudited financial statements of IRT Property
Company as of, and for the period ended September 30, 2002, including its
consolidated, unaudited balance sheet as of September 30, 2002 and
consolidated unaudited statements of income and cash flows for the nine
months ended September 30, 2002 contained in IRT's Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on November 12,
2002, and attached hereto as Exhibit 99.4.
(b) Pro Forma Financial Information.
The following documents and information have been previously filed by
Equity One with the Securities and Exchange Commission and have been
omitted pursuant to General Instruction B.3 of Form 8-K:
Pro Forma condensed combined balance sheet as of September 30, 2002 of
Equity One, Inc. and IRT Property Company contained in Equity One's
Registration Statement on Form S-4 (Registration No. 333-101776) filed with
the Securities and Exchange Commission on December 11, 2002, as amended by
the Amendment No. 1 to Registration Statement filed and declared effective
on December 24, 2002.
Pro Forma condensed combined statement of operations for the year
ended December 31, 2001, and for the nine months ended September 30, 2002
of Equity One, Inc. and IRT Property Company contained in Equity One's
Registration Statement on Form S-4 (Registration No. 333-101776) filed with
the Securities and Exchange Commission on December 11, 2002, as amended by
the Amendment No. 1 to Registration Statement filed and declared effective
on December 24, 2002.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated October 28, 2002 between IRT
Property Company and Equity One, Inc. (Exhibit 2.1) (1)*
4.1 Supplemental Indenture No. 5 dated as of February 12, 2003 among
Equity One, Inc., IRT Property Company, each of the Guarantors set
forth on the signature pages attached thereto and SunTrust Bank, as
Trustee
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4.2 Supplemental Indenture No. 3 dated as of February 12, 2003 among
Equity One, Inc., IRT Property Company, each of the Guarantors set
forth on the signature pages attached thereto and SunTrust Bank, as
Trustee
10.1 Credit Agreement, dated February 7, 2003, among Equity One, each
of the financial institutions initially a signatory thereto,
Commerzbank AG New York and Grand Cayman Branches, Keybank National
Association and Southtrust Bank, as Documentary Agents, and Wells
Fargo Bank, National Association, as Sole Lead Arranger and
Administration Agent*
23.1 Consent of Deloitte & Touche LLP
99.1 Common Stock Purchase Agreement dated October 28, 2002 among
Equity One, Inc. and certain Purchasers as set forth on Schedule I
thereto (Exhibit 99.2) (1)
99.2 Press Release dated February 12, 2003
99.3 The conolidated audited financial statements of IRT Property
Company as of, and for the periods ended December 31, 2001, including
its consolidated, audited balance sheets as of December 31, 2001 and
2000 and consolidated audited statements of income and cash flows for
the fiscal years ending December 31, 2001, 2000 and 1999
99.4 The consolidated unaudited financial statements of IRT Property
Company as of, and for the period ended September 30, 2002, including
its consolidated, unaudited balance sheet as of September 30, 2002 and
consolidated unaudited statements of income and cash flows for the
nine months ended September 30, 2002
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*Equity One hereby agrees to furnish to the Securities and Exchange Commission,
supplementally, any schedules or exhibits to such agreement which are not filed
herewith, upon the request of the Securities and Exchange Commission.
(1) Previously filed with Equity One's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 30, 2002 and incorporated herein
by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Equity
One has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
EQUITY ONE, INC.
Date: February 20, 2003 By: /s/ Chaim Katzman
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Chaim Katzman
Chairman and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
4.1 Supplemental Indenture No. 5 dated as of February 12, 2003
among Equity One, Inc., IRT Property Company, each of the
Guarantors set forth on the signature pages attached
thereto and SunTrust Bank, as Trustee
4.2 Supplemental Indenture No. 3 dated as of February 12, 2003
among Equity One, Inc., IRT Property Company, each of
the Guarantors set forth on the signature pages attached
thereto and SunTrust Bank, as Trustee
10.1 Credit Agreement, dated February 7, 2003, among Equity One,
each of the financial institutions initially a signatory
thereto, Commerzbank AG New York and Grand Cayman Branches,
Keybank National Association and Southtrust Bank, as
Documentary Agents, and Wells Fargo Bank, National
Association, as Sole Lead Arranger and Administration Agent
23.1 Consent of Deloitte & Touche LLP
99.2 Press Release dated February 12, 2003
99.3 The consolidated audited financial statements of IRT Property
Company as of, and for the periods ended December 31, 2001,
including its consolidated, audited balance sheets as of
December 31, 2001 and 2000 and consolidated audited statements
of income and cash flows of for the fiscal years ending
December 31, 2001, 2000 and 1999.
99.4 The consolidated unaudited financial statements of IRT
Property Company as of, and for the period ended September 30,
2002, including its consolidated, unaudited balance sheet as
of September 30, 2002 and consolidated unaudited statements
of income and cash flows for the nine months ended September
30, 2002
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