JBG SMITH Properties 8-K, filed Jun 30, 2021
JBG SMITH Properties (JBGS)
About this 8-K
JBG SMITH Properties filed this 8-K on June 30, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
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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) |
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Securities registered pursuant to Section 12(b) of the Act:
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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. |
Renewal of At-the-Market Offering
On June 30, 2021, JBG SMITH Properties (“JBG SMITH”) and JBG SMITH Properties LP (the “Operating Partnership”) entered into an Amendment No. 1 (the “Amendment”) to the equity distribution agreement, dated July 2, 2018 (as amended from time to time, the “Equity Distribution Agreement”), with each of BofA Securities, Inc., BMO Capital Markets Corp., BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Regions Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities LLC (each, individually, an “Agent” and together, the “Agents”), pursuant to which JBG SMITH may offer and sell up to an aggregate sales price of $200,000,000 of its common shares of beneficial interest, $0.01 par value per share (the “ATM Common Shares”), from time to time through the Agents, acting as sales agents, or directly to the Agents, acting as principal. The purpose of the Amendment is to renew the offering of ATM Common Shares with the Agents pursuant to the Equity Distribution Agreement.
The ATM Common Shares sold in the offering will be issued pursuant to a prospectus dated June 30, 2021, and a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2021, in connection with one or more offerings of shares under JBG SMITH’s shelf registration statement on Form S-3 (Registration No. 333-257542) (the “Registration Statement”) filed with the SEC on June 30, 2021.
Sales of the ATM Common Shares, if any, under the Equity Distribution Agreement may be made in negotiated transactions, including block trades, or transactions that are deemed to be “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), by means of ordinary brokers’ transactions at market prices prevailing at the time of sale, including sales made directly on the New York Stock Exchange, sales made to or through a market maker and sales made through other securities exchanges or electronic communications networks. JBG SMITH intends to contribute the net proceeds from these sales, if any, to the Operating Partnership in exchange for interests in the Operating Partnership. The Operating Partnership intends to use the net proceeds contributed to it for general corporate purposes, which may include paying down indebtedness and funding JBG SMITH’s under construction assets and future development opportunities.
JBG SMITH and the Operating Partnership made certain customary representations, warranties and covenants concerning JBG SMITH and the ATM Common Shares in the Equity Distribution Agreement and also agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act. The foregoing description of the material terms of the Equity Distribution Agreement and the transactions contemplated by the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 1.1 hereto and the Equity Distribution Agreement, dated July 2, 2018, which was filed as Exhibit 1.1 to JBG SMITH’s Current Report on Form 8-K filed with the SEC on July 2, 2018 and which are incorporated herein by reference.
From time to time, JBG SMITH has had customary commercial and/or investment banking relationships with each Agent and/or certain of their affiliates.
On June 30, 2021, Hogan Lovells US LLP delivered its legality opinion with respect to the ATM Common Shares to be issued pursuant to the Equity Distribution Agreement. A copy of the legality opinion is attached hereto as Exhibit 5.1.
Dividend Reinvestment and Share Purchase Plan
On June 30, 2021, JBG SMITH filed with the SEC a prospectus supplement (the “DRIP Prospectus Supplement”) to its prospectus dated June 30, 2021, which was included in the Registration Statement. 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 5.2 hereto.
Redemption Shares
On June 30, 2021, JBG SMITH filed with the SEC a prospectus supplement (the “Redemption Prospectus Supplement”) to its prospectus dated June 30, 2021, which was included in the Registration Statement. The Redemption Prospectus Supplement relates to 13,241,041 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 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 5.3 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 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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 30, 2021
Exhibit 1.1
JBG SMITH Properties
Common Shares ($0.01 par value)
AMENDMENT NO. 1 TO
EQUITY DISTRIBUTION AGREEMENT
June 30, 2021
AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT
AMENDMENT NO. 1, dated as of the 30th day of June, 2021 (this “Amendment No. 1”), by and among JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), JBG SMITH Properties, LP, a Maryland limited partnership (the “Operating Partnership”), BofA Securities, Inc., BMO Capital Markets Corp., BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Regions Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as sales agents (each, an “Agent” and, collectively, the “Agents”), to that certain Equity Distribution Agreement, dated July 2, 2018 (the “Agreement”).
W I T N E S S E T H:
WHEREAS, the Company, the Operating Partnership, BMO Capital Markets Corp., BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BofA Securities, Inc. (f/k/a Merrill Lynch, Pierce, Fenner & Smith Incorporated), J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Robert W. Baird & Co. Incorporated and Wells Fargo Securities, LLC were parties to the Agreement when such Agreement was initially executed;
WHEREAS, the parties hereto wish to, among other things, (i) amend the Agreement to modify the definition of certain defined terms set forth in the Agreement and used therein and (ii) permit each of Credit Agricole Securities (USA) Inc., Regions Securities LLC and TD Securities (USA) LLC (each, a “New Party”) to become party to the Agreement as Agents, in each case with effect on and after June 30, 2021 (the “Effective Date”);
WHEREAS, each of Citigroup Global Markets Inc. and Robert W. Baird & Co. Incorporated has terminated the Agreement as to itself pursuant to Section 9(a) of the Agreement (subject to Section 9(d) of the Agreement) on or prior to the Effective Date; and
WHEREAS, this Amendment No. 1 shall constitute an amendment to the Agreement, and such Agreement shall remain in full force and effect as amended by this Amendment.
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. Each of the Company and the Operating Partnership, jointly and severally, represent and warrant to the Agents that this Amendment No. 1 has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company and the Operating Partnership.
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Section 3. Joinder. Each New Party hereby joins and becomes a party to the Agreement (as amended by this this Amendment No. 1) as an Agent and agrees to be hereby bound by and be subject to, and shall continue to be bound by and subject to, the terms and provisions of the Agreement (as amended by this Amendment No. 1). Each New Party acknowledges that it has received a copy of the Agreement.
Section 4. Amendment of the Agreement.
(a) References to “Merrill Lynch, Pierce, Fenner & Smith Incorporated,” shall be amended to refer to “BofA Securities, Inc.” and references to “Merrill Lynch” shall be amended to refer to “BofA”.
(b) References to “Agent” and “Agents” shall refer to each of BofA Securities, Inc., BMO Capital Markets Corp., BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Regions Securities LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC.
(c) The first sentence of the second paragraph of the Agreement shall be amended to replace “(File No. 333-226023)” with “(File No. 333-257542)”.
(d) The fourth sentence of the second paragraph of the Agreement shall be deleted and replaced with the following:
“Promptly after execution and delivery of the Amendment No. 1, the Company will prepare and file a prospectus supplement relating to the Shares in accordance with the provisions of Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”).”
(e) 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 Agents in connection with the offering of the Shares.
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(f) Section 1(xix) is amended and restated in its entirety as follows:
“Accurate Disclosure. The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the headings “Description of Shares of Beneficial Interests,” “Description of Common Shares,” “Partnership Agreement,” “Restrictions on Ownership and Transfer,” “Certain Provisions of Maryland Law and of Our Declaration of Trust and Bylaws,” “Material U.S. Federal Income Tax Consequences” and “Plan of Distribution,” in each case as the same may have been or may hereafter be amended, supplemented or replaced from time to time by information in filings on Form 8-K or Proxy Statements on Schedule 14A that in each case are or are deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus; and (b) the Company’s most recent Annual Report on Form 10-K (as amended if applicable) filed with the Commission under the following headings “Risk Factors—Risks and Conflicts of Interest Related to Our Organization and Structure—Our declaration of trust and bylaws, the partnership agreement of our operating partnership and Maryland law contain provisions that may delay, defer or prevent a change of control transaction that might involve a premium price for our common shares or that our shareholders otherwise believe to be in their best interest” and “Risk Factors— Risks and Conflicts of Interest Related to Our Organization and Structure—The limited partnership agreement of our operating partnership requires the approval of the limited partners with respect to certain extraordinary transactions involving JBG SMITH, which may reduce the likelihood of such transactions being consummated, even if they are in the best interests of, and have been approved by, our shareholders” or any substantially identical headings, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings in all material respects.”
(g) The definition of “Determination Date” contained in Section 4(x) shall refer to the eighteenth month anniversary of the date of this Amendment No. 1.
(h) Section 5(h) of the Agreement is amended and restated in its entirety as follows:
“Termination of this Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the applicable Agents by notice to the Company at any time, and any such termination shall be without liability of any party to any other party except the provisions of Sections 1, 3(h), 4, 6, 7, 8, 12, 13, 14, 15 and 19 hereof shall remain in full force and effect notwithstanding such termination.”
(i) Section 9(d) of the Agreement is amended and restated in its entirety as follows:
“In the event of any termination under this Section 9, neither party will have any liability to the other party hereto, except that (i) the Agents shall be entitled to any commissions earned in accordance with Section 2(b) hereof, (ii) if at the time of termination (a) an Agent shall own any Shares purchased by it as principal or (b) an offer to purchase any Shares has been accepted by the Company but the Settlement Date has not occurred, the covenants set forth in Section 3 hereof shall remain in effect until such Shares are resold or so delivered, as the case may be, and (iii) the covenant set forth in Section 3(h) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreements set forth in Sections 6 and 7 hereof, and the provisions of Sections 8, 12, 13, 14, 15 and 19 hereof shall remain in effect.”
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(j) Section 10 of the Agreement is amended and restated in its entirety as follows:
“Section 10. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to BofA Securities, Inc., shall be directed to BofA Securities, Inc., One Bryant Park, New York, NY 10036, Attention: ATM Execution, Email: dg.atm_execution@bofa.com, with a copy to ECM Legal, Fax: 212-230-8730; notices to BMO Capital Markets Corp. shall be directed to BMO Capital Markets Corp., 3 Times Square, 25th Floor, New York, New York 10036, Attention: Legal Department (fax no.: (212) 702-1205); notices to BNY Mellon Capital Markets, LLC, shall be directed to BNY Mellon Capital Markets, LLC, 101 Barclay St., 3rd Floor, New York, New York 10286 Attention: Michael Palma (fax no.: (212) 815-6403); notices to Capital One Securities, Inc., shall be directed to Capital One Securities, Inc., 201 St. Charles Avenue, Suite 1830, New Orleans, Louisiana 70170, Attention: Compliance; notices to Credit Agricole Securities (USA) Inc., shall be directed to Credit Agricole Securities (USA) Inc., 1301 Avenue of the Americas, New York, NY 10019, Attention: Northon Melo, Email: northon.melo@ca-cib.com with a copy to equitycapitalmarkets@ca-cib.com; notices to Goldman Sachs & Co. LLC, shall be directed to Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department; notices to J.P. Morgan Securities LLC, shall be directed to 383 Madison Avenue, New York, New York 10179, Attention of Special Equities Desk (fax no.: (212) 622-8358; notices to Morgan Stanley & Co. LLC, shall be directed to Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention Equity Syndicate Desk, with a copy to Legal Department; notices to Regions Securities LLC, shall be directed to Regions Securities LLC, 615 South College Street, Suite 600, Charlotte, NC 28202, Attention: Brit Stephens (brit.stephens@regions.com) and Ed Armstrong (ed.armstrong@regions.com), with a copy to ECMDeks@regions.com; notices to TD Securities (USA) LLC, shall be directed to TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, New York 10017, Attention: Equity Capital Markets, (E-Mail: USTMG@tdsecurities.com); notices to Wells Fargo Securities, LLC shall be directed to Wells Fargo Securities, LLC, 500 West 33rd Street, New York, New York 10001, Attention: Equity Syndicate Department (fax no: (212) 214-5918), and notices to the Company shall be directed to it at JBG SMITH Properties, 4445 Willard Avenue, Suite 400, Chevy Chase, Maryland 20815, Attention: Steven A. Museles (Chief Legal Officer and Corporate Secretary), telephone number (240) 333-3600.”
(k) Section 17 shall be amended to add the following as a new second sentence:
“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.”
(l) The following shall be added as Sections 19 and 20:
“Section 19. Recognition of the U.S. Special Resolution Regimes.
| (a) | In the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. |
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| (b) | In the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. |
| (c) | For purposes of this Section 19, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. |
Section 20. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Agents are required to obtain, verify and record information that identifies their respective clients, including the Transaction Entities, which information may include the name and address of their respective clients, as well as other information that will allow the Agents to properly identify their respective clients.”
(m) 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,” “Prospectus Supplement,” and “Agent,” contained in the Agreement prior to the Effective Date.
Section 5. GOVERNING 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 LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
Section 6. Entire Agreement. The Agreement, as amended by this Amendment No. 1, represents the entire agreement between the Company, the Operating Partnership and each Agent 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.
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Section 7. Counterparts. This Amendment No. 1 may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Amendment No. 1.
Section 8. Effect of Headings. The Section headings in this Amendment No. 1 are for convenience only and shall not affect the construction hereof.
Section 9. Execution in Counterparts; Electronic Signatures. 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 between the Agents, the Company and the Operating Partnership in accordance with its terms.
Very truly yours,
JBG SMITH Properties | |||
| By: | /s/ M. Moina Banerjee | ||
| Name: | M. Moina Banerjee | ||
| Title: | Chief Financial Officer | ||
JBG SMITH Properties LP
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| By: | /s/ M. Moina Banerjee | ||
| Name: | M. Moina Banerjee | ||
| Title: | Chief Financial Officer | ||
[Signature Page to JBG SMITH Properties EDA Amendment]
Accepted as of the date first written above
| By: | BofA Securities, Inc. | ||
| By: | /s/ Tim Olsen | ||
| Name: | Tim Olsen | ||
| Title: | Managing Director | ||
| By: | BMO Capital Markets Corp. | ||
| By: | /s/ Eric Dobi | ||
| Name: | Eric Dobi | ||
| Title: | Managing Director | ||
| By: | BNY Mellon Capital Markets, LLC | ||
| By: | /s/ Dan Klinger | ||
| Name: | Dan Klinger | ||
| Title: | Managing Director | ||
| By: | Capital One Securities, Inc. | ||
| By: | /s/ Gregory Horstman | ||
| Name: | Gregory Horstman | ||
| Title: | Managing Director | ||
[Signature Page to JBG SMITH Properties EDA Amendment]
| By: | Credit Agricole Securities (USA) Inc. | ||
| By: | /s/ Northon Melo | ||
| Name: | Northon Melo | ||
| Title: | Managing Director | ||
| By: | Goldman Sachs & Co. LLC | ||
| By: | /s/ Ryan Cunn | ||
| Name: | Ryan Cunn | ||
| Title: | Managing Director | ||
| By: | J.P. Morgan Securities LLC | ||
| By: | /s/ Stephanie Little | ||
| Name: | Stephanie Little | ||
| Title: | Executive Director | ||
| By: | Morgan Stanley & Co. LLC | ||
| By: | /s/ Doris Lo | ||
| Name: | Doris Lo | ||
| Title: | Vice President | ||
| By: | Regions Securities LLC | ||
| By: | /s/ Edward L. Armstrong | ||
| Name: | Edward L. Armstrong | ||
| Title: | Managing Director - ECM | ||
[Signature Page to JBG SMITH Properties EDA Amendment]
| By: | TD Securities (USA) LLC | ||
| By: | /s/ Brad Limpert | ||
| Name: | Brad Limpert | ||
| Title: | Managing Director | ||
| By: | Wells Fargo Securities, LLC | ||
| By: | /s/ Elizabeth Alvarez | ||
| Name: | Elizabeth Alvarez | ||
| Title: | Managing Director | ||
[Signature Page to JBG SMITH Properties EDA Amendment]
Exhibit 5.1
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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 30, 2021
Board of Trustees
JBG SMITH Properties
4747 Bethesda Avenue, Suite 200
Bethesda, MD 20814
Ladies and Gentlemen:
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 $200,000,000 in aggregate value of the Company’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), all of which Common Shares are to be offered and sold by the Company from time to time in accordance with the terms of the Equity Distribution Agreement, dated July 2, 2018 and amended June 30, 2021, among the Company, JBG SMITH Properties LP (the “Operating Partnership”) and each of the persons named on Schedule 1 attached hereto (the “Equity Distribution Agreement”), and as described in the prospectus supplement dated June 30, 2021 (the “Prospectus Supplement”) and the accompanying prospectus dated June 30, 2021 (together with Prospectus Supplement, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (No. 333-257542) (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. 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.
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, currently in effect. We express no opinion herein as to any other statutes, rules or regulations.
Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore 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 Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar Zagreb. Business Service Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com
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Board of Trustees JBG SMITH Properties |
2 | June 30, 2021 |
Based upon, subject to and limited by the foregoing, we are of the opinion that the issuance of the Common Shares has been authorized and, when the Common Shares have been issued in the manner set forth in the Registration Statement and Equity Distribution Agreement, the Common Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for your 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, 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 |
Schedule 1
BofA Securities, Inc.
BMO Capital Markets Corp.
BNY Mellon Capital Markets, LLC
Capital One Securities, Inc.
Credit Agricole Securities (USA) Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
Regions Securities LLC
TD Securities (USA) LLC
Wells Fargo Securities LLC
Exhibit 5.2
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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 30, 2021
Board of Trustees
JBG SMITH Properties
4747 Bethesda Avenue, Suite 200
Bethesda, MD 20814
Ladies and Gentlemen:
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 30, 2021 (the “Prospectus Supplement”) and the accompanying prospectus dated June 30, 2021 (together with Prospectus Supplement, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (No. 333-257542) (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. 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.
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, currently in effect. We express no opinion herein as to any other statutes, rules or regulations.
Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore 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 Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar Zagreb. Business Service Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com
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Board of Trustees JBG SMITH Properties |
2 | June 30, 2021 |
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 your 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 5.2 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 |
Exhibit 5.3
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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 30, 2021
Board of Trustees
JBG SMITH Properties
4747 Bethesda Avenue, Suite 200
Bethesda, MD 20814
Ladies and Gentlemen:
We are acting as counsel to JBG SMITH Properties, a Maryland real estate investment trust (the “Company”), in connection with the offering of 13,241,041 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 30, 2021 (the “Prospectus Supplement”) and the accompanying prospectus dated June 30, 2021 (together with Prospectus Supplement, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 (No. 333-257542) (the “Registration Statement”). The Redemption Shares may be issued from time to time by the Company to the extent that certain holders of 13,241,041 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. 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.
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, 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.
Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore 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 Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar Zagreb. Business Service Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com
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Board of Trustees JBG SMITH Properties |
2 | June 30, 2021 |
This opinion letter has been prepared for your 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 5.3 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 |