InvenTrust Properties Corp 8-K, filed Apr 12, 2021
InvenTrust Properties Corp. (IVT)
8-K
2021-04-12
For: 2021-04-06
View Original
Added on
April 10, 2026
About this 8-K
InvenTrust Properties Corp filed this 8-K on April 12, 2021, reporting on events of April 6, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): April 6, 2021
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices)
(855 ) 377-0510
(Registrant’s Telephone Number, Including Area Code)
N/A
(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: None.
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common Stock | N/A | N/A | ||||||||||||
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 7.01. | Regulation FD Disclosure | ||||
On April 12, 2021, InvenTrust Properties Corp. (the “Company”) issued a letter to its stockholders. A copy of the letter to stockholders is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01. | Other Events | ||||
On April 6, 2021, the Company adopted the Third Amended and Restated Share Repurchase Program (the “Program”), authorizing redemption of the Company’s shares of common stock (the “Shares”), subject to certain conditions and limitations.
The following is a summary of the terms and provisions of the Program:
•The Company will redeem the Shares on a semi-annual basis, with the semi-annual periods running from September 28 – March 27 and March 28 – September 27 of each year (other than the semi-annual periods payable in 2021, which shall be partial periods commencing on May 14, 2021 and running through June 27, 2021 and a second period commencing on June 28, 2021 and running through September 27, 2021). The Company will repurchase Shares on the last business day of each semi-annual period (and in all events on a date other than a dividend payment date).
•The Company will redeem the Shares at a specified price per Share, which price will be equal to a 25% discount to the net asset value (“NAV”) per Share most recently announced by the Company in a public filing with the Securities and Exchange Commission prior to the repurchase date, in an amount for each semi-annual period of up to 5% of the weighted-average number of Shares outstanding during the prior semi-annual period, subject to sufficiently available funds.
•The Program will be open to all qualifying stockholders (holders who purchased their shares from the Company or acquired their shares through one or more non-cash transactions), with no specific end date (although the board of directors of the Company may choose to amend, suspend or terminate the Program at any time by providing 30 days’ advance written notice to stockholders).
•Stockholders can tender their Shares for redemption at any time during the period in which the Program is open; stockholders can also withdraw tendered Shares at any time prior to five business days before the end of the applicable semi-annual period.
•If the volume limitation is reached in any given semi-annual period or the Company determines to redeem fewer shares than have been submitted for redemption in any particular semi-annual period due to the insufficiency of funds, the Company will redeem the Shares in accordance with the policy on priority of redemptions set forth in the Program.
•The Program will be terminated if the Shares are listed on a national securities exchange or if the Company merges with a listed company.
•The Company’s transfer agent, Computershare Trust Company, will act as the redemption agent in connection with the Program.
The first two semi-annual periods of the Program will be partial periods with the first commencing on May 14, 2021 and ending on June 27, 2021. The second partial period will commence on June 28, 2021 and will end on September 27, 2021.
The foregoing is a summary of the terms and provisions of the Program and is therefore subject to the full text of the Program, which is filed as Exhibit 99.2 hereto and incorporated herein by reference and will be made available on the Company’s corporate website. Details of the Program have also been provided to stockholders in the letter sent to stockholders on April 12, 2021.
Forward Looking Statements
The statements in this Current Report on Form 8-K include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “strives,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements, including as a result of those factors set forth in the Risk Factors section of the Company’s most recent annual report on Form 10-K and the Company’s most recent quarterly report on Form 10-Q. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
______________________________________
| Item 9.01. | Financial Statements and Exhibits. | ||||
| (d) | Exhibits. | |||||||
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
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: April 12, 2021 | By: | /s/ Christy L. David | |||||||||||||||||||||
| Name: | Christy L. David | ||||||||||||||||||||||
| Title: | Executive Vice President, Chief Operating Officer, General Counsel & Secretary | ||||||||||||||||||||||
April 12, 2021 Dear Fellow Shareholder, In February, I announced I will be retiring from InvenTrust (“IVT” or “Company”) this coming August. DJ Busch, our current CFO, was appointed to President as of February 22nd and will succeed me as CEO upon my retirement. Other announcements included the Board of Directors appointing Christy David to COO as of February 22nd and Mike Phillips to CFO and Treasurer in August. It has been an honor to lead InvenTrust over the years and I believe now is the right time to transition the CEO role to DJ as he is the right person to guide InvenTrust forward through the Company’s next stage. The Board and myself are impressed with his leadership skills and are confident that he will continue to drive innovation across the organization, as well as position InvenTrust for a final liquidity event at the appropriate time. As I close out my tenure with InvenTrust, I am confident that DJ, Christy, Mike, and the rest of the IVT team will drive our Company forward. 1st Quarter Cash Distribution It has been a challenging year, where we faced unprecedented circumstances in the real estate industry. We look forward to 2021 with guarded optimism. The distribution of the vaccine provides a light at the end of the tunnel and we are encouraged that our business will continue to improve. The IVT team continues to work harder than ever to serve our tenants, our communities, and our shareholders. Maintaining distribution payments throughout these uncertain times remains a priority for the Company. To that end, the new distribution rate for 2021 (as previously announced) will be $0.0782 per share on an annualized basis, which represents a three percent increase over 2020’s distribution rate. This is the fifth consecutive annual dividend increase of three percent. For the first quarter of 2021, a cash distribution of $0.01955 per share was paid to all shareholders of record as of March 31, 2021. Reinstatement of Share Repurchase Program (SRP) Details The IVT Board is pleased to announce the reinstatement of the share repurchase program for Qualifying shareholders beginning May 14, 2021. This program will offer Qualifying shareholders investment flexibility, liquidity opportunities multiple times a year, and the ability to sell shares back to IVT at a value well-above current mini-tender and secondary market pricing. On May 14, 2021, the SRP will officially become active. Some of the details of the program are as follows:
• To be eligible for any of the SRP categories, you must be a Qualifying shareholder. Qualifying shareholders are those that purchased their shares of common stock1 from the Company during our initial offer periods from 2005 to 2009, or acquired their shares through one or more non-cash transactions. Any shares purchased on the secondary market or via a third party mini-tender will not be eligible for the SRP. • Qualifying shareholders will have the opportunity to participate in a number of categories. Each category has been prioritized and all shares in that category will be purchased before shares in the next category will be redeemed. o Category 1 (the first shares to be repurchased) – Upon the passing of a shareholder registered on an InvenTrust account, their heirs or co-owner on the account will have the opportunity to sell shares back to InvenTrust. The Qualifying Event must have occurred after September 13, 2018. o Category 2 - A classified disability (as determined by an applicable governmental agency) or the determination of incompetence (as determined by a U.S. Court) of a registered shareholder on an InvenTrust account. The Qualifying Event must have occurred after September 13, 2018. o Category 3 – An investor in need of a Required Minimum Distribution (“RMD”) out of an IRA investment account will have the option to sell shares back to InvenTrust. o Category 4 – Small Account category - An investor that holds 1,300 shares or less will have the option to participate in this category of the SRP. o Category 5 (the final shares to be repurchased) - There will be a general SRP category in which all other Qualified shareholders will be eligible to participate. • InvenTrust will repurchase shares twice in 2021: June 25 and September 27. Going forward, the semi-annual redemption periods will run from September 28 – March 27 and March 28 – September 27, or the last business day of each period. • InvenTrust must receive your repurchase request or withdrawal from the program, along with other documentation, as applicable, in good order at least five business days before the repurchase date. • Shares will be repurchased for all SRP categories at a 25% discount to the then current estimated share value. The current repurchase value will be $2.17. • Please be aware that funds available for the SRP may not be sufficient to accommodate the demand. If that is the case, your SRP application will remain in the queue and you will not need to resubmit your SRP request as long as the SRP plan remains active. • At this time, the Dividend Reinvestment Plan remains suspended. • To register for the SRP please contact our Investor Services team at 855-377-0510 or visit www.inventrustsrp.com to complete your SRP application.
Virtual Annual Shareholder Meeting On May 6th, 2021, InvenTrust will be conducting our virtual Annual Shareholder meeting. We hope you will be able to attend the meeting virtually this year. Your vote remains important for us to reach a quorum to hold the meeting. If you have not yet voted your shares, please consider doing so today. Voting has been further simplified. You may vote online by going to www.proxyvote.com or by phone by calling 1-888-777-1546. Voting today will help manage and reduce proxy costs for this year’s meeting. Complete details regarding the proxy, our CEO succession plan, and financial results are available in our SEC filings on our website. As always, please feel free to contact us with any questions at 855-377-0510 or investorrelations@inventrustproperties.com. To our shareholders, thank you again for your continued support and investment in InvenTrust. Sincerely, INVENTRUST PROPERTIES CORP. Thomas P. McGuinness CEO Forward-Looking Statements in this letter, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 Forward-looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, plans or predictions of the future and are typically identified by words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain and involve known and unknown risks that are difficult to predict. For a discussion of factors that could materially affect the outcome of the Company’s forward- looking statements and our future results and financial condition, see the Risk Factors included in the Company’s most recent Annual Report on Form 10-K, as updated by any subsequent Quarterly Report on Form 10-Q, in each case as filed with the Securities and Exchange Commission. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, except as may be required by applicable law. You are cautioned not to place undue reliance on any forward-looking statements, which are made as of the date of this letter. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect actual results, new information, future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward looking statements. This letter does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor there be any sale of securities referred to in this letter, in any jurisdiction in which any such offer, solicitation or sale is not permitted. Furthermore, nothing in this letter is intended to provide tax, legal or investment advice. You should consult your business advisor, attorney and/or tax and accounting advisor regarding your specific business, legal or tax situation. During a given Redemption period, IVT may reach its repurchase limit for such period equal to 5% of the weighted-average number of shares outstanding, meaning your repurchase request may not be processed for redemption or you will only receive a proration of your request redeemed. 1 -Common stock, $0.001 par value per share.
US-DOCS\106707171.4 INVENTRUST PROPERTIES CORP. THIRD AMENDED AND RESTATED SHARE REPURCHASE PROGRAM Adopted on April 6, 2021 Effective as of May 14, 2021 The Board of Directors (the “Board”) of InvenTrust Properties Corp., a Maryland corporation (the “Company”), has adopted this Third Amended and Restated Share Repurchase Program (this “SRP”), the terms and conditions of which are set forth below. Capitalized terms shall have the same meaning as set forth in the Company’s charter unless otherwise defined herein. 1. Qualifying Stockholders. “Qualifying Stockholders” are holders of the Company’s common stock, $0.001 par value per share (the “Shares”), who purchased their shares from the Company or acquired their shares through one or more non-cash transactions, such as transfers by gift, transfers by inheritance, intrafamily transfers, transfers as a result of family dissolutions, or transfers to affiliates and transfers by operation of law. For the avoidance of doubt, once Shares are transferred for value by a stockholder, the transferee and all subsequent holders of such Shares are not eligible to participate in the SRP. 2. Share Repurchase. Subject to the terms and conditions of this SRP, including the limitations on repurchases set forth in paragraph 4 and the procedures for repurchase set forth in paragraph 5, the Company will repurchase such number of shares as requested by a Qualifying Stockholder. A processing fee to be applied upon fulfilment of each repurchase request will be identified in the form described in Section 8 below. 3. Repurchase Price. The price at which the Company will repurchase the Shares of a Qualifying Stockholder is a 25% discount to the net asset value (“NAV”) per Share most recently announced by the Company in a public filing with the Securities and Exchange Commission (the “SEC”) prior to the Repurchase Date (as hereinafter defined). The Board will announce any repurchase price adjustment and the time period of its effectiveness by filing a Current Report on Form 8-K with the SEC at least 30 days prior to the effective date thereof. 4. Limitations on Repurchase. During any semi-annual period (as defined below), the Company may repurchase no more than 5% of the weighted-average number of Shares outstanding during the prior semi-annual period. In addition to certain funds that the Board has set aside in connection with the commencement of the SRP, the cash available for repurchases on any particular date will generally be limited to the proceeds from the dividend reinvestment plan through such date (provided the dividend reinvestment plan is still in effect on such date) less amounts already used for repurchases; however, subject to the limitations described above and below, the Company may use other sources of cash at the discretion of the Board. The Company has no obligation to repurchase Shares if the repurchase would violate the restrictions on distributions under the Maryland General Corporation Law, as amended from time to time, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency. The Board reserves the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase.
US-DOCS\106707171.4 5. Procedures for Repurchase. The Company has engaged a third party to administer the SRP. Upon any change to the identity or the mailing address of the program administrator, the Company will notify stockholders of such change. The Company will make purchases under the SRP semi-annually. For 2021, the semi-annual periods will run from May 14, 2021 to June 27, 2021 and June 28, 2021 to September 27, 2021. Going forward, the semi-annual periods will run from September 28 – March 27 and March 28 – September 27 of each year (each, a “semi-annual period”). The Company will repurchase Shares on the last business day of each semi-annual period (and in all events on a date other than a dividend payment date) (the “Repurchase Date”). (As of the Repurchase Date, repurchased Shares will cease earning dividends notwithstanding the fact that the repurchase payment for such Shares may have not yet been remitted to the former holder of such Shares.) For a stockholder’s Shares to be eligible for repurchase in a given semi-annual period, the program administrator must receive written notice of a repurchase request, as described in Section 8, from the stockholder or from an authorized representative of the stockholder setting forth the number of Shares requested to be repurchased at least five business days before the Repurchase Date. If the Company cannot purchase all Shares presented for repurchase in any semi-annual period, based upon insufficient cash available or the limit on the number of Shares the Company may repurchase during any calendar year, in each case as described in Section 4 above, the Company will attempt to honor repurchase requests as follows (and in the following order of priority): (a) repurchases upon the death of a stockholder, processed in order of date of death; (b) repurchases in connection with a Qualifying Disability or Determination of Incompetence (in each case, as defined below), processed in order of the date such disability or incompetence was determined in the manner set forth in Section 6.b. or Section 6.c. below; (c) repurchases in connection with RMD Requests (as defined below), processed in order of the date the notice set forth in Section 6.d. is received; (d) repurchases from stockholders with accounts holding 1,300 shares or less, processed in the order of the date the notice set forth in Section 6.e. is received; and (e) pro rata to all other redemption requests, except that if such pro rata repurchase would result in a stockholder owning less than the minimum purchase requirement of 300 Shares, then the Company would repurchase all of such stockholder’s Shares. If the Company does not completely satisfy a repurchase request at the end of a semi- annual period because the program administrator did not receive the request in time or because of the limitations on repurchases set forth in Section 4, then the Company will treat the unsatisfied portion of the repurchase as a request for repurchase at the next Repurchase Date, unless the repurchase request is withdrawn. Any stockholder can withdraw a repurchase request by sending written notice to the program administrator, provided such notice is received at least five business days before the Repurchase Date. 6. Special Procedures related to Stockholder’s Death, Qualifying Disability, Determination of Incompetence, RMD Request or Small Stockholder Accounts. a. Death. In order for a death to entitle a stockholder to the special repurchase priority described in Section 5, a death certificate must be submitted with the written repurchase request, and such death must have occurred subsequent to September 13, 2018.
US-DOCS\106707171.4 b. Qualifying Disability. In order for a disability to entitle a stockholder to the special repurchase priority described in Section 5 (a “Qualifying Disability”), (i) the stockholder must receive a determination of disability based upon a physical or mental condition or impairment arising after the date the stockholder acquired the Shares to be repurchased and after September 13, 2018, and (ii) such determination of disability must be made by the governmental agency responsible for reviewing the disability retirement benefits that the stockholder could be eligible to receive (the “Applicable Government Agency”). The Applicable Government Agencies are limited to the following: (x) if the stockholder paid Social Security taxes and, therefore, could be eligible to receive Social Security benefits, then the Applicable Governmental Agency is the Social Security Administration or the agency charged with responsibility for administering Social Security disability benefits at that time if other than the Social Security Administration; (y) if the stockholder did not pay Social Security taxes and, therefore, could not be eligible to receive Social Security disability benefits, but the stockholder could be eligible to receive disability benefits under the Civil Service Retirement System (“CSRS”), then the Applicable Governmental Agency is the U.S. Office of Personnel Management; or (z) if the stockholder did not pay Social Security taxes and, therefore, could not be eligible to receive Social Security benefits but suffered a disability that resulted in the stockholder’s discharge from military service under conditions that were other than dishonorable and, therefore, could be eligible to receive military disability benefits, then the Applicable Governmental Agency is the Department of Veterans Affairs or the agency charged with the responsibility for administering military disability benefits at that time if other than the Department of Veterans Affairs. Disability determinations by governmental agencies for purposes other than those listed above, including but not limited to worker’s compensation insurance, administration or enforcement of the Rehabilitation Act or Americans with Disabilities Act, or waiver of insurance premiums will not entitle a stockholder to the special repurchase priority described in Section 5. Repurchase requests following an award by the applicable governmental agency of disability benefits must be accompanied by: (1) the investor’s initial application for disability benefits and (2) a Social Security Administration Notice of Award, a U.S. Office of Personnel Management determination of disability under CSRS, a Department of Veterans Affairs record of disability- related discharge or such other documentation issued by the Applicable Governmental Agency that the Company deems acceptable and that demonstrates an award of the disability benefits. As the following disabilities do not entitle a worker to Social Security disability benefits, they do not qualify for special repurchase priority, except in the limited circumstances when the investor is awarded disability benefits by the other Applicable Governmental Agencies described above: disabilities occurring after the legal retirement age, and disabilities that do not render a worker incapable of performing substantial gainful activity. c. Determination of Incompetence. In order for a determination of incompetence or incapacitation to entitle a stockholder to the special repurchase priority described in Section 5 (a “Determination of Incompetence”), a state or federal court located in the United States (a “U.S. Court”) must declare, determine or find the stockholder to be (i) mentally incompetent to enter into a contract, prepare a will or to make medical decisions or (ii) mentally
US-DOCS\106707171.4 incapacitated, in both cases such determination must be made by a U.S. court after the date the stockholder acquired the Shares to be repurchased and after September 13, 2018. A determination of incompetence or incapacitation by any person or entity other than a U.S. Court, or for any purpose other than those listed above, will not entitle a stockholder to the special repurchase priority described in Section 5. Repurchase requests following a Determination of Incompetence by a U.S. Court must be accompanied by the court order, determination or the certificate of the court declaring the stockholder incompetent or incapacitated. d. RMD Requests. In order for a request by certain stockholders related to the satisfaction of required minimum distribution requirements to entitle the stockholder to the special repurchase priority described in Section 5 (a “RMD Request”), such stockholder must submit a form designated for such purposes, which will be provided by the Company upon request, with a medallion stamp or approval from the stockholder’s account custodian, indicating the number of shares needed to satisfy the required minimum distribution, and such RMD Request must be limited to such required minimum distribution amount. e. Small Stockholder Accounts. In order for a request by certain stockholders with accounts holding 1,300 shares or less to entitle the stockholder to the special repurchase priority described in Section 5 (“Small Account Request”), such stockholder must submit a form designated for such purpose, which will be provided by the Company upon request, with a medallion stamp or approval from the stockholder’s account custodian, indicating the total number of shares within the account, and such Small Account Request shall result in a closure of the stockholders account. 7. Termination, Suspension or Amendment of the SRP by the Company. The SRP will terminate and the Company will not accept Shares for redemption in the event (a) the Shares are listed on any national securities exchange, or (b) the Company merges with a listed company. Additionally, the Company may amend, suspend or terminate the SRP for any reason upon 30 days’ notice to the Company’s stockholders. 8. Notice of Repurchase Request. Qualifying Stockholders who desire to have their shares repurchased must provide written notice to the Company on a form designated for such purpose, which will be provided by the Company upon request. 9. Liability of the Company. The Company shall not have any liability to any stockholder for the value of the stockholder’s Shares, the redemption price of the stockholder’s Shares, or for any damages resulting from the stockholder’s presentment of his or her Shares or the redemption of the Shares under the SRP, except as result from the Company’s gross negligence, recklessness or violation of applicable law; provided, however, that nothing contained herein shall constitute a wavier or limitation of any rights or claims a stockholder may have under federal or state securities laws. 10. Governing Law. The SRP shall be governed by the laws of the State of Maryland. 11. Taxes. Stockholders shall have complete responsibility for payment of all taxes, assessments and other applicable obligations resulting from the Company’s redemption of shares.