Centerspace
09/09/2024 | Press release | Distributed by Public on 09/09/2024 14:31
Material Agreement Form 8 K
Item 1.01. Entry into a Material Definitive Agreement.
On September 9, 2024, Centerspace (the "Company") entered into a third amendment (the "Amendment") to the Equity Distribution Agreement (the "Agreement"), dated September 10, 2021, as amended by Amendment No. 1 to the Agreement, dated May 9, 2024 and Amendment No. 2 to the Agreement, dated July 29, 2024 with BMO Capital Markets Corp., Robert W. Baird & Co. Incorporated, BofA Securities, Inc., BTIG, LLC, Colliers Securities LLC, Janney Montgomery Scott LLC, Jefferies LLC, Piper Sandler & Co., Raymond James & Associates, Inc., RBC Capital Markets, LLC and UBS Securities LLC, as sales agent (in such capacity, each an "Agent" and together, the "Agents"), forward seller (except with respect to BTIG, LLC) and/or principal, and Nomura Securities International, Inc. (acting through BTIG, LLC as its agent), as forward seller to Nomura Global Financial Products, Inc., its relevant Forward Purchaser (as defined below) (in such capacity, each a "Manager" and collectively, the "Managers") and each of Bank of Montreal, Robert W. Baird & Co. Incorporated, Bank of America N.A., Jefferies LLC, Nomura Global Financial Products, Inc., Piper Sandler & Co., Raymond James & Associates, Inc., Royal Bank of Canada and UBS AG London Branch, as forward purchaser (in such capacity, each a "Forward Purchaser" and together, the "Forward Purchasers").
Pursuant to the terms of the Agreement, the Company is permitted to offer and sell from time to time its common shares of beneficial interest, no par value per share (the "Shares"), through or to the Agents, or, if applicable, Forward Purchasers. The Amendment increases the maximum aggregate number of Shares available for offer and sale under the Agreement by $250,000,000 to $500,000,000. In addition, the Amendment adds Colliers Securities LLC and Janney Montgomery Scott LLC as Agents and changes the number of business days by which the parties agree to settle trades from two to one. The Company previously sold Shares having an aggregate offering price of $220,676,481.51 under the Agreement, leaving an available balance of Shares having an aggregate offering price of $279,323,518.49 that may be offered and sold pursuant to the Agreement (the "Remaining Balance"). On September 9, 2024, the Company filed a prospectus supplement to register the Remaining Balance.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text Amendment, a copy of which is attached as Exhibit 1.1 and is incorporated herein by reference. In addition, a copy of the opinion of Taft Stettinius & Hollister LLP relating to the validity of the shares that may be sold pursuant to the Agreement is filed herewith as Exhibit 5.1.