Attached files

file filename
EX-1.1 - UNDERWRITING AGREEMENT - American Assets Trust, Inc.dex11.htm
EX-10.1 - AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP - American Assets Trust, Inc.dex101.htm
EX-99.1 - PRESS RELEASE - American Assets Trust, Inc.dex991.htm
EX-10.5 - EMPLOYMENT AGREEMENT - American Assets Trust, Inc.dex105.htm
EX-10.3 - TAX PROTECTION AGREEMENT - American Assets Trust, Inc.dex103.htm
EX-10.6 - FRANCHISE LICENSE AGREEMENT - American Assets Trust, Inc.dex106.htm
EX-10.2 - REGISTRATON RIGHTS AGREEMENT - American Assets Trust, Inc.dex102.htm
EX-10.4 - TRANSITION SERVICES AGREEMENT - American Assets Trust, Inc.dex104.htm

 

 

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):

January 12, 2011

 

 

American Assets Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

Maryland   001-35030   27-3338708

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

 

11455 El Camino Real, Suite 200

San Diego, California 92130

  92130
(Address of principal executive offices)   (Zip Code)

(858) 350-2600

Registrant’s telephone number, including area code:

Not Applicable

(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))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On January 12, 2011, American Assets Trust, Inc. (the “Registrant”) in connection with its initial public offering of 31,625,000 shares of its common stock, which included, 4,125,000 shares from the exercise in full of the underwriters’ overallotment option (the “Initial Public Offering”), entered into the Underwriting Agreement by and among the Registrant, the Operating Partnership, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and Morgan Stanley & Co. Incorporated, acting as the representatives of the several underwriters named in Schedule A thereto.

On January 19, 2011, the Registrant closed its Initial Public Offering. In connection with the initial public offering and certain formation transactions, the Registrant entered into the following agreements, each dated as of January 19, 2011:

Amended and Restated Agreement of Limited Partnership of American Assets Trust, L.P.;

Registration Rights Agreement among American Assets Trust, Inc. and the persons named therein;

Tax Protection Agreement by and among American Assets Trust, Inc., American Assets Trust, L.P., and each partner set forth in Schedule I, Schedule II and Schedule III thereto;

Transition Services Agreement between American Assets, Inc. and American Assets Trust, L.P.;

Employment Agreement among American Assets Trust, Inc., American Assets Trust, L.P. and Ernest S. Rady;

Franchise License Agreement—Embassy Suites—Waikiki Beach Walk—Honolulu, Hawaii between Embassy Suites Franchise LLC and WBW Hotel Lessee, LLC; and

Copies of the agreements are filed as exhibits to this report and are incorporated herein by reference.

 

Item 8.01 Other Events.

On January 19, 2011, the Registrant issued a press release announcing the closing of the Initial Public Offering and exercise in full of the underwriters’ overallotment option to purchase 4,125,000 shares of the Company’s common stock. A copy of the press release is attached as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

  

Exhibit Description

  1.1

   Underwriting Agreement by and among the Registrant, the Operating Partnership, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and Morgan Stanley & Co. Incorporated, acting as the representatives of the several underwriters named in Schedule A thereto, dated January 12, 2011.

10.1

   Amended and Restated Agreement of Limited Partnership of American Assets Trust, L.P., dated January 19, 2011.


10.2

   Registration Rights Agreement among American Assets Trust, Inc. and the persons named therein, dated January 19, 2011.

10.3

   Tax Protection Agreement by and among American Assets Trust, Inc., American Assets Trust, L.P., and each partner set forth in Schedule I, Schedule II and Schedule III thereto, dated January 19, 2011.

10.4

   Transition Services Agreement between American Assets, Inc. and American Assets Trust, L.P., dated January 19, 2011.

10.5

   Employment Agreement among American Assets Trust, Inc., American Assets Trust, L.P. and Ernest S. Rady, dated January 19, 2011.

10.6

   Franchise License Agreement—Embassy Suites—Waikiki Beach Walk—Honolulu, Hawaii between Embassy Suites Franchise LLC and WBW Hotel Lessee, LLC, dated January 19, 2011.

99.1

  

Press Release, dated January 19, 2011.


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.

 

American Assets Trust, Inc.
By:  

/s/ Adam Wyll

Adam Wyll

Senior Vice President, General Counsel and Secretary

January 19, 2011


EXHIBIT INDEX

 

Exhibit

Number

  

Exhibit Description

  1.1    Underwriting Agreement by and among the Registrant, the Operating Partnership, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and Morgan Stanley & Co. Incorporated, acting as the representatives of the several underwriters named in Schedule A thereto, dated January 12, 2011.
10.1    Amended and Restated Agreement of Limited Partnership of American Assets Trust, L.P., dated January 19, 2011.
10.2    Registration Rights Agreement among American Assets Trust, Inc. and the persons named therein, dated January 19, 2011.
10.3    Tax Protection Agreement by and among American Assets Trust, Inc., American Assets Trust, L.P., and each partner set forth in Schedule I, Schedule II and Schedule III thereto, dated January 19, 2011.
10.4    Transition Services Agreement between American Assets, Inc. and American Assets Trust, L.P., dated January 19, 2011.
10.5    Employment Agreement among American Assets Trust, Inc., American Assets Trust, L.P. and Ernest S. Rady, dated January 19, 2011.
10.6    Franchise License Agreement—Embassy Suites—Waikiki Beach Walk—Honolulu, Hawaii between Embassy Suites Franchise LLC and WBW Hotel Lessee, LLC, dated January 19, 2011.
99.1   

Press Release, dated January 19, 2011.