Attached files
file | filename |
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EX-1.1 - EX-1.1 - Cogdell Spencer Inc. | e88618exv1w1.htm |
EX-5.1 - EX-5.1 - Cogdell Spencer Inc. | e88618exv5w1.htm |
EX-10.1 - EX-10.1 - Cogdell Spencer Inc. | e88618exv10w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2010
COGDELL SPENCER INC.
(Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation) |
001-32649 (Commission File Number) |
20-3126457 (IRS Employer Identification Number) |
||
4401 Barclay Downs Drive,
Suite 300 Charlotte, North Carolina (Address of principal executive offices) |
28209 (Zip Code) |
Registrants telephone number, including area code: (704) 940-2900
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 Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Table of Contents
Item 1.01. Entry into a Material Definitive Agreement
Underwriting Agreement
On December 15, 2010, Cogdell Spencer Inc. (the Company) and Cogdell Spencer LP, a Delaware
limited partnership and the Companys operating partnership (the Operating Partnership), entered
into an underwriting agreement with Citigroup Global Markets Inc., Jefferies & Company, Inc. and
KeyBanc Capital Markets Inc. as representatives of the several underwriters named in the
underwriting agreement. Pursuant to the terms of the underwriting agreement, the Company agreed to
sell, and the underwriters agreed to purchase, subject to the terms and conditions set forth in the
underwriting agreement, an aggregate of 2,600,000 shares of the
Companys 8.500% Series A Cumulative Redeemable Perpetual
Preferred Stock (the Series A Preferred Stock). In
addition, the Company granted to the underwriters a 30-day option to purchase up to an additional
390,000 shares of the Companys Series A Preferred Stock.
The net proceeds to the Company from the public offering were approximately $62.75 million, after
deducting the underwriting discounts and commissions and estimated transaction expenses. The
underwriting agreement contains customary representations, warranties and agreements of the
Company, conditions to closing, indemnification rights and obligations of the parties and
termination provisions.
The Company will contribute the net proceeds from the public offering to the Operating Partnership
in exchange for operating partnership units. Our operating partnership intends to contribute a
portion of the net proceeds to Erdman to repay its senior secured term loan. The Operating
Partnership intends to use the remaining net proceeds for working capital purposes.
The preceding description is qualified in its entirety by reference to the underwriting agreement,
a copy of which is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Amendment to Partnership Agreement
On December 20, 2010, CS Business Trust I, a wholly-owned subsidiary of the Company and the sole
general partner of the Operating Partnership (the General Partner), executed the Second Amendment
to First Amended and Restated Agreement of Limited Partnership of Cogdell Spencer LP (the
Amendment). The Amendment designated 2,990,000 of the Partnerships Series A Preferred
Partnership Units, with a liquidation preference of $25.00 per Series A Preferred Partnership Unit
(the Series A Preferred Units), to the General Partner. The Series A Preferred Units have
economic terms that are substantially similar to the Companys Series A Preferred Stock.
The Series A Preferred Units will rank, with respect to rights to receive distributions and to
participate in distributions or payments upon liquidation, dissolution or winding up of the
Operating Partnership, senior to the common units of limited partnership interest of the Company,
on parity with other partnership units of the Operating Partnership, the terms of which place them
on parity with the Series A Preferred Units, and junior to all partnership units of the Operating
Partnership, the terms of which specifically provide that such partnership units rank senior to the
Series A Preferred Units.
The preceding description is qualified in its entirety by reference to the Amendment, a copy of
which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 3.02. Unregistered Sales of Equity Securities
In connection with the closing of the public offering of Series A Preferred Stock on December 20,
2010, the Company contributed the net offering proceeds to the Operating Partnership in exchange
for 2,600,000 Series A Preferred Units. The issuance of the Series A Preferred Units by the
Operating Partnership to the Company is exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The Company has filed Articles Supplementary, classifying up to 2,990,000 shares of the
Companys authorized preferred stock as Series A Preferred Stock (the Articles
Supplementary), with the State Department of Assessments and Taxation of Maryland. The Articles
Supplementary became effective on December 20, 2010. A
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description of the material terms of the Series A Preferred Stock, as contained within the
Articles Supplementary, is set forth below.
Issuer: | Cogdell Spencer Inc. |
|
Number of shares of Series A Preferred Stock Classified: |
2,990,000 (including 390,000 shares subject to an overallotment option) |
|
Maturity: | Perpetual |
|
Liquidation Preference: | $25.00 per share plus accrued and unpaid dividends |
|
Dividend: | 8.500% per annum (or $2.125 per share),
accruing from December 20, 2010 |
|
Dividend Payment Dates: | March 1, June 1, September 1 and December 1,
beginning on March 1, 2011 |
|
Conversion: | Upon the occurrence of a fundamental change,
holders of Series A Preferred Stock will have
the right to convert some or all of their
shares into a number of shares of the
Companys common stock equal to the quotient
of the $25.00 per share Series A Preferred Stock
liquidation preference plus an amount equal to
accrued and unpaid dividends (whether or not
earned or declared) to, but not including, the
fundamental change conversion date, divided
by the market price of our common stock. If
the Company exercises its fundamental change
optional redemption right in connection with a
fundamental change, holders of Series A
Preferred Stock will not have any fundamental
change conversion right so long as the
applicable fundamental change redemption price
is paid on the fundamental change redemption
date in accordance with the terms of the
Companys charter. |
|
Subject to pro rata adjustments for any stock
splits or combinations with respect to the
Companys common stock, the aggregate number
of shares of common stock issuable in
connection with the exercise of the conversion
right may not exceed 15,632,500 shares of
common stock (or 17,977,375 shares if the
underwriters over-allotment option is
exercised in full) resulting in a maximum
number of shares of common stock per share of
Series A Preferred Stock of 6.0125, which may
result in a holder receiving value that is
less than the liquidation preference of the
Series A Preferred Stock. This is equivalent
to a minimum market price of approximately
$4.158. |
||
Fundamental Change: | A fundamental change will be deemed to have
occurred at such time after the original
issuance of the Series A Preferred Stock when
the following has occurred: |
|
(1) the acquisition by any person, including
any syndicate or group deemed to be a person
under Section 13(d)(3) of the Exchange Act, of
beneficial ownership, directly or indirectly,
through a purchase, merger or other
acquisition transaction or series of
purchases, mergers or other acquisition
transactions of shares of the Companys stock
entitling that person to exercise 50% or more
of the total voting power of all shares of the
Companys stock entitled to vote generally in
elections of directors (except that such
person will be deemed to have beneficial
ownership of all |
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securities that such person
has the right to acquire, whether such right
is currently exercisable or is exercisable
only upon the occurrence of a subsequent
condition); and |
||
(2) following the closing of any transaction
referred to in clause (1) above, neither the
Company nor the acquiring entity has a class
of common securities listed on the New York
Stock Exchange, or NYSE, the NYSE Amex
Equities, or NYSE Amex, or the NASDAQ Stock
Market, or NASDAQ, or listed on an exchange
that is a successor to the NYSE, NYSE Amex or
NASDAQ. |
||
Optional Redemption: | On or after December 20, 2015, redeemable in
whole or in part at a redemption price equal
to $25.00 per share plus any accrued and unpaid
dividends (whether or not earned or declared). |
|
Special Optional Redemption: | Upon the occurrence of a fundamental change,
in addition to the Companys right to redeem
some or all of the shares of Series A
Preferred Stock upon the exercise by a holder
of its fundamental change conversion right,
the Company will have the option to redeem its
Series A Preferred Stock, in whole but not in
part, within 90 days after the first date on
which such fundamental change has occurred for
cash at $25.00 per share, plus accrued and unpaid
dividends (whether or not earned or declared)
to, but not including, the redemption date. |
The preceding description is qualified in its entirety by reference to the Articles Supplementary,
a copy of which is attached as Exhibit 3.2 to the Companys Registration Statement on Form 8-A
filed with the U.S. Securities and Exchange Commission on December 20, 2010.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1*
|
Underwriting Agreement dated December 15, 2010, by and among the Company, the Operating Partnership and Citigroup Global Markets Inc., Jefferies & Company, Inc. and KeyBanc Capital Markets Inc., as representatives of the several Underwriters listed on Schedule 1 attached thereto | |
3.2
|
Articles Supplementary designating Cogdell Spencer Inc.s 8.500% Series A Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to Exhibit 3.2 of the Companys Registration Statement on Form 8-A filed on December 20, 2010 | |
5.1* |
Opinion of Clifford Chance US LLP regarding the legality of the shares of 8.500% Series A Cumulative Redeemable Perpetual Preferred Stock | |
10.1*
|
Second Amendment to First Amended and Restated Agreement of Limited Partnership of Cogdell Spencer LP | |
23.1*
|
Consent of Clifford Chance US LLP (included in Exhibit 5.1) |
* | Filed herewith. |
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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.
December 21, 2010 | COGDELL SPENCER INC.
|
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/s/ Charles M. Handy | ||||
Charles M. Handy | ||||
Chief Financial Officer |
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EXHIBIT INDEX
Exhibit | ||
No. | Description | |
1.1*
|
Underwriting Agreement dated December 15, 2010, by and among the Company, the Operating Partnership and Citigroup Global Markets Inc., Jefferies & Company, Inc. and KeyBanc Capital Markets Inc., as representatives of the several Underwriters listed on Schedule 1 attached thereto | |
3.2
|
Articles Supplementary designating Cogdell Spencer Inc.s 8.500% Series A Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to Exhibit 3.2 of the Companys Registration Statement on Form 8-A filed on December 20, 2010 | |
5.1* |
Opinion of Clifford Chance US LLP regarding the legality of the shares of 8.500% Series A Cumulative Redeemable Perpetual Preferred Stock | |
10.1*
|
Second Amendment to First Amended and Restated Agreement of Limited Partnership of Cogdell Spencer LP | |
23.1*
|
Consent of Clifford Chance US LLP (included in Exhibit 5.1) |
* | Filed herewith. |
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