IVT 8-K
InvenTrust Properties Corp. (IVT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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 February 20, 2025, InvenTrust Properties Corp. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3ASR (File No. 333-285073) (the “New Registration Statement”) to replace the automatic shelf registration statement on Form S-3ASR (File No. 333-263342) filed with the SEC on March 7, 2022 (the “Prior Registration Statement”). The Prior Registration Statement was terminated upon the effectiveness of the New Registration Statement on February 20, 2025.
In connection with the filing of the New Registration Statement, the Company filed with the SEC a prospectus supplement, dated February 20, 2025, to the prospectus forming part of the New Registration Statement relating to the Company’s existing “at-the-market” offering program. In connection with the filing of the prospectus supplement, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, Venable LLP, regarding certain matters of Maryland law, including the validity of the shares.
On February 20, 2025, the Company entered into Amendment No. 1 (the “Amendment No. 1”) to the Equity Distribution Agreement, dated March 7, 2022 (as amended, and as may be amended from time to time, the “Equity Distribution Agreement”), with Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc. and Truist Securities, Inc., as sales agents, principals and/or (except in the case of BTIG, LLC and Fifth Third Securities, Inc.) forward sellers (in any such capacity, each a “Manager” and, collectively, the “Managers”), and Wells Fargo Bank, National Association, Bank of America, N.A., Deutsche Bank AG, London Branch, Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc. and Truist Bank, each as forward purchasers (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”). The purpose of Amendment No. 1 was to reflect the filing of the New Registration Statement and the prospectus supplement and to add additional Managers and Forward Purchasers as parties to the Equity Distribution Agreement. The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. Under the Equity Distribution Agreement, shares of common stock having an aggregate offering price of approximately $13.3 million have been offered and sold through February 20, 2025. As a result of such prior sales, as of February 20, 2025, shares of common stock having an aggregate offering price of approximately $236.7 million remain available for offer and sale pursuant to the Equity Distribution Agreement.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
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.
| InvenTrust Properties Corp. | ||||||
| Date: February 20, 2025 | By: | /s/ Christy L. David | ||||
| Name: | Christy L. David | |||||
| Title: | Executive Vice President, Chief Operating Officer, General Counsel & Secretary | |||||
Exhibit 1.1
INVENTRUST PROPERTIES CORP.
COMMON STOCK (PAR VALUE $0.001 PER SHARE)
AMENDMENT NO. 1 TO
EQUITY DISTRIBUTION AGREEMENT
February 20, 2025
AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT
AMENDMENT NO. 1, dated as of February 20, 2025 (the “Amendment No. 1”), by and among InvenTrust Properties Corp., a Maryland corporation (the “Company”), and Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc. and Truist Securities, Inc., as sales agents, principals and/or (except in the case of BTIG, LLC and Fifth Third Securities, Inc.) forward sellers (in any such capacity, each a “Manager” and, collectively, the “Managers”) and Wells Fargo Bank, National Association, Bank of America, N.A., Deutsche Bank AG, London Branch, Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc. and Truist Bank, each as forward purchasers (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”) to that certain Equity Distribution Agreement, dated March 7, 2022 (the “Agreement”).
W I T N E S S E T H:
WHEREAS, the Company, Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Jefferies LLC, J.P. Morgan Securities LLC and KeyBanc Capital Markets Inc., as sales agents, principals and/or (except in the case of BTIG, LLC) forward sellers (in such capacity, together the “Original Managers”), and Wells Fargo Bank, National Association, Bank of America, N.A., Jefferies LLC, JPMorgan Chase Bank, National Association and KeyBanc Capital Markets Inc., as forward purchasers (in such capacity, together the “Original Forward Purchasers” and together with the Company and the Original Managers, the “Original Parties”) are parties to the Agreement;
WHEREAS, the Original Parties wish to amend the Agreement to modify the definition of certain defined terms set forth in the Agreement and used therein, and to add Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch, Fifth Third Securities, Inc., Truist Securities, Inc. and Truist Bank (together, the “Additional Parties”) as parties to the Agreement;
WHEREAS, the Additional Parties wish to become parties to the Agreement, in each case with effect on and after February 20, 2025 (the “Effective Date”); and
WHEREAS, this Amendment No. 1 shall constitute an amendment to the Agreement, which shall remain in full force and effect as amended by this Amendment No. 1.
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NOW, THEREFORE, in consideration of the mutual agreement to amend the Agreement, the parties hereto, intending legally to be bound, hereby amend and modify the Agreement as of the date hereof as follows:
Section 1. Definitions.
Unless otherwise specified herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.
Section 2. Representation and Warranty.
(a) The Company represents and warrants to the Managers and the Forward Purchasers that this Amendment No. 1 has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company.
Section 3. Amendment of the Agreement.
(a) On and after the Effective Date, the references to “Registration Statement” shall refer to the automatic shelf registration statement (File No. 333-285073), including a prospectus (to which references to the “Base Prospectus” shall refer on and after the Effective Date), filed by the Company with the Commission on Form S-3ASR relating to the Shelf Securities, including the Shares, to be issued from time to time by the Company, as of the registration statement’s most recent effective date, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A and Rule 430B under the Securities Act.
(b) On and after the Effective Date, the references to “Prospectus Supplement” shall refer to the final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act on the date hereof, in the form furnished by the Company to the Managers and the Forward Purchasers in connection with the offering of the Shares.
(c) On and after the Effective Date, the references to “Manager” and “Managers” shall refer to each of Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc. and Truist Securities, Inc.
(d) On and after the Effective Date, the references to “Forward Purchaser” and “Forward Purchasers” shall refer to Wells Fargo Bank, National Association, Bank of America, N.A., Deutsche Bank AG, London Branch, Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc. and Truist Bank.
(e) On and after the Effective Date, Section 17 of the Agreement is amended to add the following before the Company’s notice information:
if to Deutsche Bank Securities Inc. shall be delivered, mailed or sent to Deutsche Bank Securities Inc., 1 Columbus Circle, New York, New York 10019, Attention: Equity Capital Markets – Syndicate Desk, with a copy to Deutsche Bank Securities Inc., 1 Columbus Circle, 19th Floor, New York, New York 10019, Attention: General Counsel, email: [email protected] or if to Deutsche Bank AG, London Branch shall be delivered, mailed or sent to Deutsche Bank AG, London Branch c/o Deutsche Bank Securities Inc., 1 Columbus Circle, New York, New York 10019, Attention: Equity Capital
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Markets – Syndicate Desk, with a copy to Deutsche Bank Securities Inc., 1 Columbus Circle, 19th Floor, New York, New York 10019, Attention: General Counsel, [email protected]; if to Fifth Third Securities, Inc. shall be delivered, mailed or sent to Fifth Third Securities, Inc., 424 Church Street, Nashville, Tennessee 37219, Maildrop: UTFC6B Attention: Equity Capital Markets - Legal Department; if to Truist Securities, Inc. shall be delivered, mailed or sent to Truist Securities, Inc., 50 Hudson Yards, 70th Floor, New York, New York 10001, Attention: Equity Capital Markets, email: [email protected] or if to Truist Bank shall be delivered, mailed or sent to Truist Bank, 50 Hudson Yards, 70th Floor, New York, New York 10001, Attention: Equity Capital Markets, email: [email protected], with a copy to Michael Collins ([email protected]);
(f) The first paragraph of Exhibit A of the Agreement is amended as follows:
“This Notification sets forth the terms of the agreement of [NAME OF MANAGER] (the “Manager”) with InvenTrust Properties Corp. (the “Company”) relating to the sale of shares of the Company’s common stock, $0.001 par value per share, having an aggregate gross sales price of up to $250,000,000, pursuant to the equity distribution agreement between the Company, Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Truist Securities, Inc., Wells Fargo Bank, National Association, Bank of America, N.A., Deutsche Bank AG, London Branch, JPMorgan Chase Bank, National Association and Truist Bank, dated March 7, 2022 and amended February 20, 2025 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein.”
(g) Notwithstanding anything to the contrary contained herein, this Amendment No. 1 shall not have any effect on offerings or sales of Shares prior to the Effective Date or on the terms of the Agreement, and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions), as well as the definitions of “Registration Statement,” “Base Prospectus,” “Prospectus Supplement,” “Manager,” “Managers,” “Forward Purchaser” and “Forward Purchasers” contained in the Agreement prior to the Effective Date.
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Section 4. No Other Amendments. Except as set forth herein, all the terms and provisions of the Agreement shall continue in full force and effect.
Section 5. Applicable Law. This Amendment No. 1 and any claim, controversy or dispute arising under or related to this Amendment No. 1 shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice of law or conflicting provision or rule (whether of the State of New York, or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of New York to be applied.
Section 6. Entire Agreement. The Agreement, as amended by this Amendment No. 1, represents the entire agreement between the Company, each Manager and each Forward Purchaser with respect to the preparation of any Registration Statement, Prospectus Supplement or the Prospectus, the conduct of the offering and the sale and distribution of the Shares.
Section 7. Execution in Counterparts. This Amendment No. 1 may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[SIGNATURE PAGES FOLLOW]
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Managers, the Forward Purchasers and the Company in accordance with its terms.
| Very truly yours, | ||
| InvenTrust Properties Corp. | ||
| By: | /s/ Daniel J. Busch | |
| Name: Daniel J. Busch | ||
| Title: President and Chief Executive Officer | ||
[InvenTrust – Amendment No. 1 to EDA]
Accepted as of the date first written above
| By: | Wells Fargo Securities, LLC | |
| By: | /s/ Rohit Mehta | |
| Name: Rohit Mehta | ||
| Title: Managing Director | ||
| By: | BofA Securities, Inc. | |
| By: | /s/ Kevin King | |
| Name: Kevin King | ||
| Title: Managing Director | ||
| By: | BTIG, LLC | |
| By: | /s/ Michael Passaro | |
| Name: Michael Passaro | ||
| Title: Managing Director | ||
| By: | Deutsche Bank Securities Inc. | |
| By: | /s/ Kristen Pugno | |
| Name: Kristen Pugno | ||
| Title: Director | ||
| By: | /s/ Joachim Sciard | |
| Name: Joachim Sciard | ||
| Title: Managing Director | ||
[InvenTrust – Amendment No. 1 to EDA]
| By: | Fifth Third Securities, Inc. | |
| By: | /s/ Clayton Greene | |
| Name: Clayton Greene | ||
| Title: Head of Equity Capital Markets | ||
| By: | Jefferies LLC | |
| By: | /s/ Michael Magarro | |
| Name: Michael Magarro | ||
| Title: Managing Director | ||
| By: | J.P. Morgan Securities LLC | |
| By: | /s/ Sanjeet Dewal | |
| Name: Sanjeet Dewal | ||
| Title: Managing Director | ||
| By: | KeyBanc Capital Markets Inc. | |
| By: | /s/ Jaryd Banach | |
| Name: Jaryd Banach | ||
| Title: Managing Director, Head of REGAL ECM | ||
| By: | Truist Securities, Inc. | |
| By: | /s/ Keith Carpenter | |
| Name: Keith Carpenter | ||
| Title: Managing Director | ||
| As Managers | ||
[InvenTrust – Amendment No. 1 to EDA]
| Accepted as of the date first written above | ||
| By: | Wells Fargo Bank, National Association | |
| By: | /s/ Kevin Brillhart | |
| Name: Kevin Brillhart | ||
| Title: Managing Director | ||
| By: | Bank of America, N.A. | |
| By: | /s/ Rohan Handa | |
| Name: Rohan Handa | ||
| Title: Managing Director | ||
| By: | Deutsche Bank AG, London Branch | |
| By: | /s/ Joachim Sciard | |
| Name: Joachim Sciard | ||
| Title: Managing Director | ||
| By: | /s/ Natasha Hossain | |
| Name: Natasha Hossain | ||
| Title: Director | ||
| By: | Jefferies LLC | |
| By: | /s/ Michael Magarro | |
| Name: Michael Magarro | ||
| Title: Managing Director | ||
[InvenTrust – Amendment No. 1 to EDA]
| By: | JPMorgan Chase Bank, National Association | |
| By: | /s/ Sanjeet Dewal | |
| Name: Sanjeet Dewal | ||
| Title: Managing Director | ||
| By: | KeyBanc Capital Markets Inc. | |
| By: | /s/ Jaryd Banach | |
| Name: Jaryd Banach | ||
| Title: Managing Director, Head of REGAL ECM | ||
| By: | Truist Bank | |
| By: | /s/ Michael Collins | |
| Name: Michael Collins | ||
| Title: Managing Director | ||
| As Forward Purchasers | ||
[InvenTrust – Amendment No. 1 to EDA]
Exhibit 5.1
|
750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202 T 410.244.7400 F 410.244.7742 www.Venable.com |
February 20, 2025
InvenTrust Properties Corp.
3025 Highland Parkway, Suite 350
Downers Grove, Illinois 60515
| Re: | Registration Statement on Form S-3 |
Commission File No. 333-285073
Ladies and Gentlemen:
We have served as Maryland counsel to InvenTrust Properties Corp., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the sale from time to time of shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company having an aggregate offering price of up to $250,000,000, covered by the above-referenced Registration Statement, and all amendments thereto (collectively, the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement, in the form in which it was transmitted to the Commission under the Securities Act;
2. The Company’s Prospectus, dated as of February 20, 2025, as supplemented by the Company’s Prospectus Supplement, dated as of February 20, 2025, each in the form in which it was transmitted to the Commission pursuant to Rule 424(b) promulgated under the Securities Act;
3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The Fourth Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
InvenTrust Properties Corp.
February 20, 2025
Page 2
6. Resolutions adopted by the Board of Directors of the Company (the “Board”), relating to, among other matters, the registration and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;
7. The Equity Distribution Agreement, dated as of March 7, 2022, as amended by Amendment No. 1 to Equity Distribution Agreement, dated as of the date hereof (collectively, the “Equity Distribution Agreement”), by and among the Company, Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc. and Truist Securities, Inc., each in their respective capacities as sales agents for the Company, principal and/or (except in the case of BTIG, LLC and Fifth Third Securities, Inc.) as forward sellers on behalf of the affiliated Forward Purchasers (as defined in the Equity Distribution Agreement);
8. A certificate executed by an officer of the Company, dated as of the date hereof; and
9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and each such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
InvenTrust Properties Corp.
February 20, 2025
Page 3
5. The Shares will not be issued or transferred in violation of any restriction or limitation contained in Article VII of the Charter.
6. Upon the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares pursuant to the Equity Distribution Agreement has been duly authorized and, when and if issued and delivered against payment therefor in accordance with the Equity Distribution Agreement, the Registration Statement, the Resolutions and any other resolutions adopted by the Board or any duly authorized committee thereof relating thereto, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any federal law or the laws of any other jurisdiction. We express no opinion as the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, federal or state laws regarding fraudulent transfers or the laws, codes or regulations of any municipality or other local jurisdiction. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
InvenTrust Properties Corp.
February 20, 2025
Page 4
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”). We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.
| Very truly yours, |
| /s/ Venable LLP |