Acadia Realty Trust (AKR) Announces Offering of 4.5M Common Shares
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Overall Analyst Rating:
SELL (= Flat)
Dividend Yield: 3.7%
Revenue Growth %: -4.9%
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Acadia Realty Trust (NYSE: AKR) (“Acadia” or the “Company”) announced today that it is commencing an underwritten public offering of 4,500,000 of its common shares of beneficial interest in connection with the forward sale agreements described below. Wells Fargo Securities, Goldman Sachs & Co. LLC and Jefferies are acting as joint book-running managers for the offering. The shares may be offered by the underwriters from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on the NYSE, or to dealers in negotiated transactions or in a combination of such methods of sale, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. In connection with the offering, the Company intends to grant the underwriters a 30-day option to purchase up to an additional 675,000 common shares.
The Company expects to enter into forward sale agreements with Wells Fargo Bank, National Association, Goldman Sachs & Co. LLC and Jefferies or their affiliates (the “forward purchasers”) with respect to 4,500,000 of its common shares. In connection with the forward sale agreements, the forward purchasers or their affiliates are expected to borrow and sell to the underwriters an aggregate of 4,500,000 common shares that will be delivered in the offering. Subject to its right to elect cash or net share settlement, which right is subject to certain conditions, the Company intends to deliver, upon physical settlement of such forward sale agreements on one or more dates specified by the Company occurring no later than September 30, 2025, an aggregate of 4,500,000 common shares (or an aggregate of 5,175,000 common shares if the underwriters exercise their option to purchase additional shares in full) to the forward purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, subject to certain adjustments as provided in the forward sale agreements. If the underwriters exercise their option to purchase additional shares, the Company will enter into one or more additional forward sale agreements with each of the forward purchasers in respect of the number of common shares that are subject to exercise of the option to purchase additional shares.
The Company will not initially receive any proceeds from the sale of common shares by the forward purchasers or their affiliates in the offering. The Company intends to use the net proceeds, if any, it receives upon the future settlement of the forward sale agreements for general corporate purposes, including funding potential investment transactions working capital and the repayment of outstanding indebtedness. Pending such usage, the Operating Partnership expects to invest the net proceeds in short-term instruments.
The offering will be made only by means of a prospectus supplement and the accompanying base prospectus, which was filed as part of an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on Form S-3 (File No. 333-275356). Copies of the base prospectus and preliminary prospectus supplement relating to the offering, as well as the final prospectus supplement once available, may be obtained from the SEC’s website at www.sec.gov or from (i) Wells Fargo Securities, LLC, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, Attention: WFS Customer Service or by calling toll free at 1-800-645-3751 (option #5) or by emailing: [email protected]; (ii) Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by email at [email protected]; or (iii) Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at [email protected].
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