Attached files
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EX-5.1 - EX-5.1 - Excel Trust, Inc. | d570236dex51.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): July 19, 2013
EXCEL TRUST, INC.
EXCEL TRUST, L.P.
(Exact name of registrant as specified in its charter)
Maryland | 001-34698 (Excel Trust, Inc.) | 27-1493212 (Excel Trust, Inc.) | ||
Delaware | 001-54962 (Excel Trust, L.P.) | 27-1495445 (Excel Trust, L.P.) | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File No.) | (I.R.S. Employer Identification No.) |
17140 Bernardo Center Drive, Suite 300
San Diego, California 92128
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (858) 613-1800
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):
¨ | 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 8.01 | Other Events. |
As previously reported, on May 2, 2013, Excel Trust, Inc. (the Company) and Excel Trust, L.P. (the Operating Partnership) entered into separate Amended and Restated Sales Agreements (collectively, the Sales Agreements) with each of Barclays Capital Inc., Cantor Fitzgerald & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, each as sales agents and/or principals (collectively, the Managers). Under the terms of the Sales Agreements, the Company may issue and sell from time to time through or to the Managers, as sales agents and/or principals, shares of the Companys common stock having an aggregate offering price of up to $100 million (the Shares) in at the market offerings as defined in Rule 415 under the Securities Act of 1933, as amended. The issuances and sales under the Sales Agreements have been made pursuant to the Companys existing shelf registration statement on Form S-3 (Registration No. 333-187871).
On June 21, 2013, the Company and the Operating Partnership filed with the Securities and Exchange Commission a new shelf registration statement on Form S-3 (File No. 333-189517) (the Universal Shelf) to replace the Companys existing shelf registration statement relating to the at the market offering program. In connection with the filing and effectiveness of the Universal Shelf, the Company and the Operating Partnership amended the Sales Agreements to reference the Universal Shelf and filed a new prospectus supplement, dated July 19, 2013, relating to the offer and sale of the remaining Shares not yet sold under the at the market program.
Item 9.01 | Financial Statements and Exhibits. |
(d) | The following exhibits are filed herewith: |
Exhibit |
Description of Exhibit | |
5.1 | Opinion of Ballard Spahr LLP | |
23.1 | Consent of Ballard Spahr LLP (contained in the opinion filed as Exhibit 5.1 hereto) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Date: July 19, 2013 | EXCEL TRUST, INC. | |||||
By: | /s/ S. Eric Ottesen | |||||
Name: | S. Eric Ottesen | |||||
Title: | Senior Vice President, General Counsel and Secretary | |||||
EXCEL TRUST, L.P. | ||||||
By: | Excel Trust, Inc. its General Partner | |||||
By: | /s/ S. Eric Ottesen | |||||
Name: | S. Eric Ottesen | |||||
Title: | Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit |
Description of Exhibit | |
5.1 | Opinion of Ballard Spahr LLP | |
23.1 | Consent of Ballard Spahr LLP (contained in the opinion filed as Exhibit 5.1 hereto) |