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): September 10, 2024
(Exact name of registrant as specified in its charter)
(American Assets Trust, Inc.) |
(American Assets Trust, Inc.) |
(American Assets Trust, Inc.) |
(American Assets Trust, L.P.) |
(American Assets Trust, L.P.) |
(American Assets Trust, L.P.) | ||
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices and 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. | ||||||
| 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 8.01 |
Other Events. |
On September 10, 2024, American Assets Trust, Inc. (the “Company”) and American Assets Trust, L.P. (the “Operating Partnership”) executed an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, Mizuho Securities USA LLC, and PNC Capital Markets LLC as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale of $525 million aggregate principal amount of the Operating Partnership’s 6.150% Senior Notes due 2034 (the “Notes”). The sale and issuance of the Notes is expected to occur on or about September 17, 2024, subject to the satisfaction or waiver of customary closing conditions (the “Closing”).
The Notes were priced to investors in the offering at 99.671% of their principal amount, and the Underwriters agreed to purchase the Notes from the Operating Partnership pursuant to the Underwriting Agreement at a price of 99.021% of their principal amount. The Notes will mature on October 1, 2034 and are senior, unsecured obligations of the Operating Partnership, ranking senior in right of payment to any of the Operating Partnership’s indebtedness that is expressly subordinated in right of payment to the Notes. The Notes will be fully and unconditionally guaranteed by the Company.
On September 10, 2024, the Company issued a press release announcing the pricing of the offering. The press release is attached as Exhibit 99.1 hereto, and is incorporated herein by reference. The offering is being made pursuant to the effective registration statement on Form initially filed with the Securities and Exchange Commission on December 20, 2023.
S-3
(File Nos. 333-276165
and 333-276165-01)
The Underwriting Agreement contains customary representations, warranties, covenants, and agreements, indemnification obligations, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the parties thereto. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K
and the description of the terms of the Underwriting Agreement herein is qualified in its entirety by reference thereto. Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits:
The following exhibits are filed herewith:
Exhibit Number |
Exhibit Description | |
| 1.1 | Underwriting Agreement, dated September 10, 2024. | |
| 99.1 | Press Release, dated September 10, 2024. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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.
| American Assets Trust, Inc. | ||
| By: | /s/ Robert F. Barton | |
| Robert F. Barton | ||
| Chief Financial Officer and Executive Vice President | ||
September 11, 2024
| American Assets Trust, L.P. | ||
| By: | /s/ Robert F. Barton | |
| Robert F. Barton | ||
| Chief Financial Officer and Executive Vice President | ||
September 11, 2024