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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):

June 26, 2024

 

 

 

JBG SMITH PROPERTIES

 
 

 

(Exact name of Registrant as specified in its charter)

 

Maryland  No. 001-37994  81-4307010
(State or other jurisdiction of
incorporation or organization)
  (Commission file number)  (I.R.S. Employer
Identification No.)
       

4747 Bethesda Avenue, Suite 200

Bethesda, MD

     20814
(Address of principal executive offices)     (Zip Code)

 

Registrant’s telephone number, including area code: (240333-3600

 

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 (see General Instructions A.2.):

 

¨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:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares, par value $0.01 per share JBGS New York Stock Exchange

 

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 8.01Other Events.

 

Dividend Reinvestment and Share Purchase Plan

 

On June 26, 2024, JBG SMITH Properties (“JBG SMITH”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “DRIP Prospectus Supplement”) to its prospectus dated June 26, 2024, which was included in its shelf registration statement on Form S-3 (Registration No. 333-280468) (the “Registration Statement”) filed with the SEC on June 26, 2024. The DRIP Prospectus Supplement relates to 2,000,000 shares of JBG SMITH’s common shares of beneficial interest (the “DRIP Common Shares”) that may be offered and sold from time to time pursuant to JBG SMITH’s dividend reinvestment and share purchase plan. The JBG SMITH dividend reinvestment and share purchase plan is designed to provide JBG SMITH’s existing shareholders and interested new investors with a method of purchasing common shares of beneficial interest and investing all or a percentage of their cash dividends in additional commons shares of beneficial interest.

 

An opinion of JBG SMITH’s counsel, Hogan Lovells US LLP, regarding the legality of the DRIP Common Shares covered by the DRIP Prospectus Supplement described above is filed as Exhibit 5.1 hereto.

 

Redemption Shares

 

On June 26, 2024, JBG SMITH filed with the SEC a prospectus supplement (the “Redemption Prospectus Supplement”) to its prospectus dated June 26, 2024, which was included in the Registration Statement. The Redemption Prospectus Supplement relates to 9,778,452 shares of JBG SMITH’s common shares of beneficial interest (the “Redemption Common Shares”) that may be issued from time to time if, and to the extent that, the holders of an equal number of common limited partnership units (“OP Units”) in JBG SMITH Properties LP (the “Operating Partnership”) present such OP Units for redemption, and JBG SMITH, in its sole and absolute discretion, elects to assume and satisfy the redemption right by issuing its common shares to such holder instead of paying a cash amount, with the issuance of such common shares on a one-for-one basis subject to the terms and conditions of the partnership agreement of the Operating Partnership.

 

An opinion of JBG SMITH’s counsel, Hogan Lovells US LLP, regarding the legality of the Redemption Common Shares covered by the Redemption Prospectus Supplement described above is filed as Exhibit 5.2 hereto.

 

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

  5.1 Opinion of Hogan Lovells US LLP regarding the legality of the DRIP Common Shares
  5.2 Opinion of Hogan Lovells US LLP regarding the legality of the Redemption Common Shares
  23.1 Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
  23.2 Consent of Hogan Lovells US LLP (included in Exhibit 5.2)
  104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in 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.

 

  JBG SMITH PROPERTIES
     
  By: /s/ Steven A. Museles
  Name: Steven A. Museles
  Title: Chief Legal Officer and Corporate Secretary

 

June 26, 2024

 

 

 

 

Exhibit 5.1

 

Hogan Lovells US LLP

Columbia Square

555 Thirteenth Street, NW

Washington, DC 20004

T +1 202 637 5600

F +1 202 637 5910

www.hoganlovells.com

  

June 26, 2024

 

Board of Trustees

JBG SMITH Properties

4747 Bethesda Avenue, Suite 200

Bethesda, MD 20814

 

To the addressee referred to above:

 

We are acting as counsel to JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), in connection with the public offering of up to 2,000,000 of the Company’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), all of which Common Shares may be offered and sold by the Company from time to time in accordance with the Company’s Direct Dividend Reinvestment and Share Purchase Plan (the “Plan”), as described in the prospectus supplement dated June 26, 2024 (the “Prospectus Supplement”) and the accompanying prospectus dated June 26, 2024 (together with Prospectus Supplement, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (No. 333-280468) (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

 

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We also have assumed that the Common Shares will not be issued in violation of the ownership limit contained in the Company’s Articles of Amendment and Restatement of Declaration of Trust, as amended and supplemented. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

 

Hogan Lovells US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Berlin Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Riyadh Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Shanghai FTZ. Business Service Centers: Johannesburg Louisville. For more information see www.hoganlovells.com

 

 

 

 

Board of Trustees

JBG SMITH Properties

2 June 26, 2024

 

This opinion letter is based as to matters of law solely on the applicable provisions of Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended, and applicable provisions of the Maryland General Corporation Law, as amended, as currently in effect. We express no opinion herein as to any other statutes, rules or regulations.

 

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) issuance and sale of the Common Shares in accordance with the terms of the Plan as contemplated by the Registration Statement and (ii) receipt by the Company of the consideration specified in the Plan, the Common Shares will be validly issued, fully paid, and nonassessable.

 

This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Common Shares pursuant to the Plan, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

 

  Very truly yours,
   
  /s/ Hogan Lovells US LLP
   
  HOGAN LOVELLS US LLP

 

 

 

Exhibit 5.2

 

Hogan Lovells US LLP

Columbia Square

555 Thirteenth Street, NW

Washington, DC 20004

T +1 202 637 5600

F +1 202 637 5910

www.hoganlovells.com

 

June 26, 2024

 

Board of Trustees

JBG SMITH Properties

4747 Bethesda Avenue, Suite 200

Bethesda, MD 20814

 

To the addressee referred to above:

 

We are acting as counsel to JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), in connection with the offering of 9,778,452 common shares of beneficial interest, par value $0.01 per share, of the Company (the “Redemption Shares”). The offering of the Redemption Shares by the Company is being made pursuant to a prospectus supplement dated June 26, 2024 (the “Prospectus Supplement”) and the accompanying prospectus dated June 26, 2024 (together with Prospectus Supplement, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (No. 333-280468) (the “Registration Statement”). The Redemption Shares may be issued from time to time by the Company to the extent that certain holders of 9,778,452 common limited partnership units (the “OP Units”) in JBG SMITH Properties LP, a Delaware limited partnership (the “Operating Partnership”), in accordance with the terms of the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership dated December 17, 2020, as amended (the “Partnership Agreement”), tender the OP Units to the Operating Partnership for redemption and the Company exercises its contractual right to acquire such tendered OP Units in exchange for the Redemption Shares. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

 

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We also have assumed that the Redemption Shares will not be issued in violation of the ownership limit contained in the Company’s Articles of Amendment and Restatement of Declaration of Trust, as amended and supplemented. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

 

Hogan Lovells US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Berlin Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Riyadh Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Shanghai FTZ. Business Service Centers: Johannesburg Louisville. For more information see www.hoganlovells.com

 

 

 

 

Board of Trustees

JBG SMITH Properties

2 June 26, 2024

 

This opinion letter is based as to matters of law solely on the applicable provisions of Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended, and applicable provisions of the Maryland General Corporation Law, as amended, as currently in effect. We express no opinion herein as to any other statutes, rules or regulations.

 

Based upon, subject to and limited by the foregoing, we are of the opinion that the Redemption Shares, if and when issued and delivered in accordance with the terms of the Partnership Agreement upon redemption of OP Units as contemplated thereby and assuming that the issuance of the Redemption Shares was duly authorized, the Redemption Shares will be validly issued, fully paid and nonassessable.

 

This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Redemption Shares in exchange for the OP Units, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

 

  Very truly yours,
   
  /s/ Hogan Lovells US LLP
   
  HOGAN LOVELLS US LLP