Company Update

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) February 14, 2022     Federal Realty Investment Trust Federal Realty OP LP (Exact name of registrant as specified in its charter)     Federal Realty Investment Trust   Maryland   1-07533   87-3916363 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) Federal Realty OP LP   Delaware   333-262016-01   52-0782497 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   909 Rose Avenue, Suite 200 , North Bethesda ,  Maryland   20852-4041 (Address of principal executive offices)   (Zip Code) Registrants’ telephone number including area code: 301 / 998-8100     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)) Securities registered pursuant to Section 12(b) of the Act: Federal Realty Investment Trust   Title of Each Class   Trading Symbol   Name of Each Exchange On Which Registered Common Shares of Beneficial Interest $.01 par value per share, with associated Common Share Purchase Rights   FRT   New York Stock Exchange Depositary Shares, each representing 1/1000 of a share of 5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share   FRT-C   New York Stock Exchange Federal Realty OP LP   Title of Each Class   Trading Symbol   Name of Each Exchange On Which Registered None   N/A   N/A Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Federal Realty Investment Trust   ☐ Federal Realty OP LP   ☐ If an emerging growth company, indicate by checkmark if the registrant has elected not 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. Federal Realty Investment Trust   ☐ Federal Realty OP LP   ☐       Item 8.01. Other Events. On February 14, 2022, Federal Realty Investment Trust (the “Company”) and Federal Realty OP LP (the “Partnership”) entered into a new Equity Distribution Agreement (the “New Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Jefferies LLC (the “agents”) and the forward purchasers (as defined below), under which an aggregate offering price of up to $500,000,000 of the Company’s common shares of beneficial interest, par value $.01 per share (“Shares”), may be offered to or through the agents, acting as sales agents, principals, or forward sellers. The New Agreement replaces the Company’s existing Equity Distribution Agreement dated February 24, 2021, as amended as of May 7, 2021, and no further issuances or sales may be made thereunder. Sales of Shares, if any, under the New Agreement will be made by the agents, acting as agents for the Company or, if applicable, as forward sellers, in transactions that are deemed to be “at the market” offerings, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange, or in negotiated transactions, which may include block trades. The Company will pay the agents compensation for sales of Shares at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the gross sales price of the Shares. Under the New Agreement, the Company may also sell Shares to the agents for their own account. The New Agreement contemplates that, in addition to the issuance and sale by the Company of Shares to or through the agents, the Company may enter into separate forward sale agreements with any agents, or one of their respective affiliates (the “forward purchasers”). If the Company enters into a forward sale agreement with any forward purchaser, the Company expects that such forward purchaser (or its affiliate) will attempt to borrow from third parties and sell, through the relevant agent, acting as sales agent (in such capacity, a “forward seller”) for such forward purchaser, Shares to hedge such forward purchaser’s exposure under such forward sale agreement. The Company will not initially receive any proceeds from any sale of Shares borrowed by a forward purchaser (or its affiliate) and sold through a forward seller. The Company currently expects to fully physically settle each forward sale agreement, if any, with the relevant forward purchaser on one or more dates specified by the Company on or prior to the maturity date of such forward sale agreement, although the Company will generally have the right, subject to certain exceptions, to elect cash settlement or net share settlement instead of physical settlement under such forward sale agreement. If the Company elects or is deemed to have elected to physically settle any forward sale agreement, the Company will receive an amount of cash from the relevant forward purchaser equal to the product of (1) the forward price per share under such forward sale agreement and (2) the number of Shares as to which the Company has elected or is deemed to have elected physical settlement, subject to the price adjustment and other provisions of such forward sale agreement. Each forward sale agreement will provide that the forward price will be subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread. In addition, the forward price will be subject to decrease on certain dates specified in the relevant forward sale agreement to reflect quarterly dividends the Company expects to declare on its Shares during the term of such forward sale agreement. If the specified daily rate is less than the applicable spread on any day, the interest rate factor will result in a daily reduction of the forward price. In the New Agreement, the Company and the Partnership make customary representations to the agents and forward purchasers, and the Company and the Partnership agree to indemnify the agents and forward purchasers against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended. The New Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A form of the forward sale agreement is included as Exhibit B-1 to the New Agreement. The foregoing description of the material terms of the New Agreement is qualified in its entirety by reference to such exhibits.   Item 9.01. Financial Statements and Exhibits. (d) Exhibits     1.1    Equity Distribution Agreement, dated February 14, 2022, among Federal Realty Investment Trust, Federal Realty OP LP, and the forward purchasers and sales agents identified therein.   1.2    Form of Forward Sale Agreement (included as Exhibit B-1 to the Equity Distribution Agreement filed as Exhibit 1.1 hereto)   5.1    Opinion of Pillsbury Winthrop Shaw Pittman LLP relating to the legality of the Shares 23.1    Consent of Pillsbury Winthrop Shaw Pittman LLP (contained in the opinion filed as Exhibit 5.1 hereto) 104    Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document) 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.         FEDERAL REALTY INVESTMENT TRUST FEDERAL REALTY OP LP Date: February 14, 2022       /s/ Dawn M. Becker       Dawn M. Becker       Executive Vice President-General Counsel and Secretary