Current Report Filing (8-k)
January 26 2021 - 3:56PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 26, 2021
American Assets Trust, Inc.
American Assets Trust, L.P.
(Exact name of registrant as specified in its charter)
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Maryland (American Assets Trust, Inc.)
Maryland (American Assets Trust, L.P.)
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001-35030
(American Assets Trust, Inc.)
(American Assets Trust, L.P.)
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27-3338708
(American Assets Trust, Inc.)
27-3338894
(American Assets Trust, L.P.)
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(State or other jurisdiction
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11455 El Camino Real, Suite 200
San Diego, California 92130
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(Address of principal executive offices)
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Registrant’s telephone number, including area code:
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which
registered
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American Assets Trust, Inc.
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Common Stock, par value $0.01 per share
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American Assets Trust, L.P.
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to 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. ☐
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ENTRY INTO A MATERIAL AGREEMENT
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On January 26, 2021, American Assets Trust, L.P. (the “Operating Partnership”) issued and sold $500,000,000 in aggregate principal amount of its 3.375% Senior Notes due 2031 (the “Notes”). The terms of the Notes are governed by an indenture, dated January 26, 2021 (the “Indenture”), by and among the Operating Partnership, as issuer, American Assets Trust, Inc., as guarantor (the “Company”), and U.S. Bank National Association, as trustee, and an officers’ certificate, dated January 26, 2021 (the “Officers’ Certificate”), pursuant thereto establishing the form and terms of the Notes and the related guarantees.
The foregoing descriptions of the Notes, the Indenture and the Officers’ Certificate do not purport to be complete and are qualified in their entirety by the full text of the Indenture and the Officers’ Certificate, which are being filed herewith or incorporated by reference, as the case may be, as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form
8-K.
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FINANCIAL STATEMENTS AND EXHIBITS
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4.1*
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Indenture, dated January 26, 2021, by and among American Assets Trust, L.P., as issuer, American Assets Trust, Inc., as guarantor, and U.S. Bank National Association, as trustee.
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4.2*
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Officers’ Certificate, dated January 26, 2021, pursuant to Sections 102, 201, 301 and 303 of the Indenture dated January 26, 2021, among American Assets Trust, L.P., as issuer, American Assets Trust, Inc., as guarantor, and U.S. Bank National Association, as trustee, establishing a series of securities entitled “3.375% Senior Notes due 2031,” including the form of 3.375% Senior Note due 2031 and the form of related guarantee.
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5.1*
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5.2*
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23.1*
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23.2*
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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.
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Date: January 26, 2021
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AMERICAN ASSETS TRUST, INC.
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By:
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/s/ Adam Wyll
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Executive Vice President and Chief Operating Officer
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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.
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Date: January 26, 2021
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AMERICAN ASSETS TRUST, L.P.
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By:
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American Assets Trust, Inc.,
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By:
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/s/ Adam Wyll
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Executive Vice President and Chief Operating Officer
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