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): November 10, 2014
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SAUL CENTERS, INC.
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__________________________________________________________________________________________________________
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(Exact name of registrant as specified in its charter)
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Maryland
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001-12254
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52-1833074
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__________________________________________________________________________________________________________
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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7501 Wisconsin Avenue
Suite 1500 E
Bethesda, Maryland
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20814
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____________________________________________________________
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______________________________
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(Address of Principal Executive Offices)
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(Zip Code)
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(301) 986-6200
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__________________________________________________________________________________________________________
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(Registrant’s Telephone Number, Including Area Code)
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Not applicable
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__________________________________________________________________________________________________________
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(Former Name or Former Address, if Changed Since Last Report)
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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 1.01. Entry into a Material Definitive Agreement.
The disclosures provided under Item 3.03 of this Current Report on Form 8-K are hereby incorporated by reference under this Item 1.01.
Item 3.03. Material Modification to Rights of Security Holders.
On November 12, 2014, Saul Centers, Inc. (the “Registrant”) issued 16,000 shares of its 6.875% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series C Preferred Stock”), and 1,600,000 depositary shares (the “Depositary Shares”) each representing 1/100
th
of a share of Series C Preferred Stock. Following the issuance of these shares of Series C Preferred Stock, the ability of the Registrant to pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on any other stock of the Registrant ranking junior to or on a parity with the Series C Preferred Stock, will be subject to certain restrictions in the event that the Registrant does not declare dividends on the Series C Preferred Stock during any dividend period.
The terms of the Series C Preferred Stock are set forth in the Articles Supplementary filed as Exhibit 3.1 hereto, which were filed with the Maryland State Department of Assessments and Taxation (“MSDAT”) on February 6, 2013, and in the Articles Supplementary filed as Exhibit 3.2 hereto, which were filed with the MSDAT on November 10, 2014, each of which is incorporated herein by reference. The terms of the Depositary Shares are set forth in the Deposit Agreement, dated February 6, 2013, by and among the Registrant, Continental Stock Transfer & Trust Company, as depositary, and the holders of the depositary receipts issued thereunder, as amended by that certain First Amendment to Deposit Agreement, dated November 12, 2014, by and between the Registrant and Continental Stock Transfer & Trust Company. The Deposit Agreement is filed as Exhibit 4.1 hereto, and the First Amendment to Deposit Agreement is filed as Exhibit 4.2 hereto, each of which is incorporated herein by reference. A specimen stock certificate for the Series C Preferred Stock is filed as Exhibit 4.3 hereto and incorporated herein by reference. A specimen receipt representing the Depositary Shares is filed as Exhibit 4.4 hereto and incorporated herein by reference.
The Registrant has contributed the net proceeds of the sale of the Depositary Shares to Saul Holdings Limited Partnership (the “Operating Partnership”), in exchange for preferred units of limited partnership interest, as set forth in the Thirteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership filed herewith at Exhibit 10.1, which Thirteenth Amendment is incorporated herein by reference.
The Registrant’s press release announcing the issuance of the Series C Preferred Stock and the Depositary Shares is furnished as Exhibit 99.1 hereto.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosures provided under Item 3.03 of this Current Report on Form 8-K are hereby incorporated by reference under this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
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3.1
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Articles Supplementary Establishing and Fixing the Rights and Preferences of 6.875% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, dated February 6, 2013, filed as Exhibit 3.2 of the Registrant’s Registration Statement on Form 8-A filed February 7, 2013 and hereby incorporated by reference
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3.2
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Articles Supplementary, dated November 10, 2014
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4.1
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Deposit Agreement, dated February 6, 2013, among the Registrant, Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, filed as Exhibit 4.1 of the Registrant’s Registration Statement on Form 8-A filed February 7, 2013 and hereby incorporated by reference
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4.2
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First Amendment to Deposit Agreement, dated November 12, 2014, between the Registrant and Continental Stock Transfer & Trust Company
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4.3
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Specimen certificate representing the 6.875% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Registrant, filed as Exhibit 4.2 of the Registrant’s Registration Statement on Form 8-A filed February 7, 2013 and hereby incorporated by reference
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4.4
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Specimen receipt representing the Depositary Shares, each representing 1/100
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of a share of 6.875% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Registrant (included as part of Exhibit 4.1 above)
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5.1
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Opinion of Pillsbury Winthrop Shaw Pittman LLP as to the legality of the securities being issued by the Registrant
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8.1
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Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding certain material tax issues relating to the Registrant
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10.1
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Thirteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated November 12, 2014
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23.1
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Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1)
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23.2
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Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1)
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99.1
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Press Release, dated November 12, 2014, of Saul Centers, Inc.
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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.
SAUL CENTERS, INC.
By:
/s/ Scott V. Schneider
Name:
Scott V. Schneider
Title:
Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
Dated: November 12, 2014
SAUL CENTERS, INC.
ARTICLES SUPPLEMENTARY
___________________
Pursuant to Section 2-208(b) of the
Maryland General Corporation Law
___________________
Saul Centers, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) as follows:
Section 1
.
Pursuant to the authority conferred upon the Board of Directors of the Corporation by Article VI, Section 2 of the Corporation’s First Amended and Restated Articles of Incorporation, as amended to the date hereof and as the same may be amended hereafter from time to time (the “Charter”), and in accordance with Section 2-208(b) of the Maryland General Corporation Law, the Board of Directors and the Pricing Committee thereof on November 6, 2014 duly divided and classified 16,000 unissued shares of Preferred Stock (the “Additional Series C Preferred Shares”) as additional shares of 6.875% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”) of the Corporation, having the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the Series C Preferred Stock set forth in the Charter, including the Articles Supplementary Establishing and Fixing the Rights and Preferences of the Series C Preferred Stock filed with the SDAT on February 6, 2013 (the “Original Series C Articles Supplementary”), and as amended hereby.
Section 2.
The Additional Series C Preferred Shares have been classified and designated by the Board of Directors and the Pricing Committee thereof under the authority contained in the Charter. After giving effect to the classification and designation of the Additional Series C Preferred Shares set forth herein, the total number of shares of Series C Preferred Stock that the Corporation has authority to issue shall be 72,000.
Section 3.
The Original Series C Articles Supplementary are hereby amended by deleting paragraph (a) of Section 3 thereof in its entirety and replacing such section with the following:
“(a) Subject to the preferential rights of the holders of any class or series of equity securities of the Corporation ranking senior to the Series C Preferred Stock as to dividends, the holders of the then outstanding Series C Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 6.875% per annum of the $2,500.00 liquidation preference per share of the Series C Preferred Stock (equivalent to a fixed amount of $171.875 per share of the Series C Preferred Stock). Such dividends shall (i) accumulate and be cumulative (A) with respect to shares of Series C Preferred Stock issued on the Original Issue Date, from and including the Original Issue Date, and (B) with respect to shares of Series C Preferred Stock issued after the Original Issue Date, from and including the first day of the Dividend Period in which such shares are issued, and (ii) shall be payable quarterly in arrears on each Dividend Payment Date; provided, however, that if any Dividend Payment Date is not a Business Day, then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid on the next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date, and no interest or
additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. The amount of any dividend payable on the Series C Preferred Stock for each full Dividend Period shall be computed by dividing $171.875 by four (4) regardless of the actual number of days in such full Dividend Period. The amount of any dividend payable on the Series C Preferred Stock for any partial Dividend Period including a portion of the initial Dividend Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder records of the Corporation at the close of business on the applicable Dividend Payment Record Date. Notwithstanding any provision to the contrary contained herein, each outstanding share of Series C Preferred Stock shall be entitled to receive a dividend with respect to any Dividend Payment Record Date equal to the dividend paid with respect to each other share of Series C Preferred Stock that is outstanding on such date.”
Section 4.
These Articles Supplementary have been unanimously approved by the Board of Directors and the Pricing Committee thereof in the manner and by the vote required by law. No shares of stock of the Corporation entitled to vote on the matters set forth herein are outstanding or were outstanding at the time of such approval by the Board of Directors and the Pricing Committee thereof.
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its President and attested to by its Secretary on this 7
th
day of November 2014.
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SAUL CENTERS, INC.
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/s/ J. Page Lansdale
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J. Page Lansdale
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President
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[SEAL]
ATTEST:
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/s/ Scott V. Schneider
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Scott V. Schneider
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Secretary
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THE UNDERSIGNED President of Saul Centers, Inc., who executed on behalf of the Corporation the foregoing Articles Supplementary which this certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles Supplementary to be the duly authorized act of said Corporation and hereby certifies to the best of his knowledge, information and belief that the matters and facts set forth herein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.
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/s/ J. Page Lansdale
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J. Page Lansdale
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President
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FIRST AMENDMENT TO DEPOSIT AGREEMENT
This FIRST AMENDMENT TO DEPOSIT AGREEMENT (this “First Amendment”) is made and entered into as of November 12, 2014 by and among Saul Centers, Inc., a Maryland corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Depositary.
WITNESSETH:
WHEREAS, effective as of February 6, 2013, the Company, the Depositary and all holders from time to time of Receipts entered into a Deposit Agreement (the “Deposit Agreement”) providing for the deposit of shares of the Company’s Preferred Stock (as defined therein) with the Depositary for the purposes set forth therein and for the issuance thereunder of the Receipts evidencing Depositary Shares representing a fractional interest in the Preferred Stock deposited;
WHEREAS, Section 6.01 of the Deposit Agreement provides that, subject to limited exceptions not applicable here, the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect that they may deem necessary or desirable; and
WHEREAS, the Company and the Depositary desire to amend the Deposit Agreement to reflect the issuance of an additional 16,000 shares of Preferred Stock and 1,600,000 Depositary Shares as of the date hereof and for the other purposes set forth herein;
NOW, THEREFORE, in consideration of the promises contained herein, it is agreed by and among the parties hereto as follows:
Section 1
. Capitalized terms used but not defined in this First Amendment shall have the meanings given to them in the Deposit Agreement.
Section 2
. Section 1.03 of the Deposit Agreement is hereby deleted in its entirety and replaced with the following:
“SECTION 1.03. “Articles Supplementary” shall mean , collectively, (i) the articles supplementary of the Company classifying 56,000 shares of preferred stock as 6.875%
Series C Cumulative Redeemable Preferred Stock, filed with the Maryland State Department of Assessments and Taxation on February 6, 2013 establishing the Preferred Stock as a series of preferred stock of the Company, and (ii) the articles supplementary of the Company classifying an additional 16,000 shares of Preferred Stock and amending certain terms of the articles supplementary filed on February 6, 2013, filed with the Maryland State Department of Assessments and Taxation on November 10, 2014.”
Section 3
. Concurrently with the execution of this First Amendment, the Company is delivering to the Depositary a certificate or certificates, registered in the name of DTC, or its designee, and evidencing 16,000 shares of Preferred Stock, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and (ii) a written letter of instruction of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Stock. The Depositary acknowledges receipt of the deposited Preferred Stock and related documentation and agrees to hold such deposited Preferred Stock in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine. The Company hereby appoints the Depositary as the Registrar and Transfer Agent for the Preferred Stock deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Stock held by it by notation, book-entry or other appropriate method.
If required by the Depositary, Preferred Stock presented for deposit by the Company at any time, whether or not the register of stockholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any distribution or right to subscribe for additional Preferred Stock or to receive other property that any person in whose name the Preferred Stock is or has been registered may thereafter receive upon or in respect of such deposited Preferred Stock, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.
Upon receipt by the Depositary of a certificate or certificates for Preferred Stock deposited hereunder, together with the other documents specified above, and upon registering such Preferred Stock in the name of the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or upon the order of, the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section 3 a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person.
The Preferred Stock and Receipts to be delivered pursuant to this Section 3 shall constitute Preferred Stock and Receipts under the Deposit Agreement and be subject to the same terms and conditions thereunder
Section 4
.
Counterparts
. This First Amendment may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this First Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Deposit Agreement. Copies of this First Amendment shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during business hours at the Corporate Office and the respective offices of time Depositary’s Agents, if any, by any holder of a Receipt.
Section 5
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Invalidity of Provisions
. In case any one or more of the provisions contained in this First Amendment or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.
Section 6
.
Governing Law
. This First Amendment and all rights hereunder and provisions hereof shall be governed by, and construed in accordance with, the law of the State of Maryland applicable to agreements made and to be performed in said State.
Section 7
.
Inspection of Deposit Agreement and Articles Supplementary
. Copies of this First Amendment and the Articles Supplementary shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during business hours at the Corporate Office and the respective offices of the Depositary’s Agents, if any, by any holder of any Receipt.
Section 8
.
Headings
. The headings of articles and sections in this First Amendment have been inserted for convenience only and are not to be regarded as a part of this First Amendment or to have any bearing upon the meaning or interpretation of any provision contained herein.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Saul Centers, Inc. and Continental Stock Transfer & Trust Company have caused this First Amendment to Deposit Agreement to be duly executed on their behalf as of the date first set forth above and all holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof.
SAUL CENTERS, INC.
By:
/s/ Scott V. Schneider
Name: Scott V. Schneider
Title: Sr. Vice President
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:
/s/ Margaret Villani
Name: Margaret Villani
Title: Vice President
PILLSBURY WINTHROP SHAW PITTMAN LLP
2300 N St. NW
Washington, DC 20037
November 12, 2014
Saul Centers, Inc.
7501 Wisconsin Avenue
Suite 1500
Bethesda, MD 20814
Ladies and Gentlemen:
We are acting as counsel for Saul Centers, Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale of 1,600,000 depositary shares (the “Depositary Shares”), each representing a 1/100th fractional interest in a share of the Company’s 6.875% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), all of which are authorized but heretofore unissued shares to be offered and sold by the Company, in accordance with the terms of the Underwriting Agreement dated November 6, 2014 (the “Underwriting Agreement”) among the Company, Saul Holdings Limited Partnership, a Maryland limited partnership, and the several underwriters named therein, and of the Deposit Agreement dated February 6, 2013 by and among the Company, Continental Stock Transfer & Trust Company and the holders from time to time of the depositary receipts issued thereunder, as amended by that certain First Amendment to Deposit Agreement dated as of November 12, 2014 by and between the Company and Continental Stock Transfer & Trust Company (such agreement as so amended, the “Deposit Agreement”). The Depositary Shares and Series C Preferred Stock will be offered and sold by the Company pursuant to the Registration Statement on Form S-3 (Registration No. 333-185595) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”), and related prospectus, dated January 3, 2013, as supplemented by the prospectus supplement dated November 6, 2014 relating to the offer and sale of the Depositary Shares (as so supplemented, the “Prospectus”).
We have reviewed and are familiar with such documents, corporate proceedings and other matters as we have considered relevant or necessary as a basis for the opinions in this letter. Based on the foregoing, we are of the opinion that the Series C Preferred Stock and the Depositary Shares, when issued and delivered by the Company in accordance with the terms of the Underwriting Agreement and the Deposit Agreement, upon receipt of consideration for the Depositary Shares in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
The opinions set forth in this letter are limited to the laws of the State of Maryland as in effect on the date hereof, and we express no opinion as to the law of any other jurisdiction. We have no responsibility or obligation to update this letter or to take into account changes in law, facts or any other developments of which we may later become aware.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed by the Company with the Commission on the date hereof and the incorporation thereof in the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ PILLSBURY WINTHROP SHAW PITTMAN LLP
PILLSBURY WINTHROP SHAW PITTMAN LLP
2300 N St. NW
Washington, DC 20037
November 12, 2014
Saul Centers, Inc.
7501 Wisconsin Avenue, Suite 1500
Bethesda, Maryland 20814
Ladies and Gentlemen:
Saul Centers, Inc. (the “Company”) has filed a registration statement on Form S-3, as amended (the “Registration Statement,” which term includes the prospectus (the “Prospectus”) dated January 3, 2013, the prospectus supplement (the “Prospectus Supplement”) dated November 6, 2014, and all documents incorporated and deemed to be incorporated by reference therein) with the Securities and Exchange Commission. In connection with the filing of the Registration Statement, you have asked us to render an opinion with respect to the qualification of the Company as a real estate investment trust (“REIT”) under sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”).
In rendering the following opinions, we have examined such statutes, regulations, records, certificates and other documents as we have considered necessary or appropriate as a basis for such opinions, including the following: (1) the Registration Statement, (2) the Articles of Incorporation of the Company, as amended, restated or supplemented (the “Articles of Incorporation”), (3) certain written representations of the Company contained in a letter to us dated as of the date hereof, (4) representative copies of the leases entered into by the Company as of the date hereof, and (5) such other documents or information as we have deemed necessary to render the opinions set forth in this letter.
In our review, we have assumed, with your consent, that the documents listed above that we reviewed in proposed form will be executed in substantially the same form, all of the representations and statements set forth in such documents as to factual matters (but not legal conclusions) are true, correct and complete, and that all representations that speak in the future, or to the intention, or to the best of belief and knowledge of any person(s) or party(ies) are and will be true, correct and complete as if made without such qualification. Nothing has come to our attention which would cause us to believe that any of such representations are untrue, incorrect or incomplete. We have also assumed that all of the obligations imposed by any such documents on the parties thereto, including obligations imposed under the Articles of Incorporation have been or will be performed or satisfied in accordance with their terms. Further, we have assumed the genuineness of all signatures, the proper execution of all documents, the authenticity of all documents submitted to us as originals, the conformity to originals of documents submitted to us as copies, and the authenticity of the originals from which any copies were made.
Unless facts material to the opinions expressed herein are specifically stated to have been independently established or verified by us, we have relied as to such facts solely upon the representations made by the Company. To the extent that the representations of the Company are with respect to matters set forth in the Code or the regulations promulgated thereunder (the “Treasury Regulations”), we have reviewed with the individuals making such representations the relevant provisions of the Code, the applicable Treasury Regulations and published administrative interpretations thereof.
Based upon and subject to the foregoing and to the qualifications below, we are of the opinion that:
1. The Company was a REIT under the Code for each of its taxable years ending through December 31, 2013.
2. The Company is organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and its current and proposed method of operation and ownership will enable it to meet the requirements for qualification and taxation as a REIT for the current taxable year and for future taxable years.
3. The statements in (x) the Prospectus Supplement under the caption “Material Federal Income Tax Considerations,” and (y) the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 under the captions “Risk Factors - Failure to qualify as a REIT for federal income tax purposes would cause us to be taxed as a corporation, which would substantially reduce funds available for payment of distributions,” “Risk Factors - We may be required to incur additional debt to qualify as a REIT,” and “Risk Factors - To maintain our status as a REIT, we limit the amount of shares any one stockholder can own,” which are incorporated by reference into the Registration Statement, to the extent that they discuss matters of law or legal conclusions or purport to describe or summarize certain provisions of the agreements, statutes or regulations referred to therein, are accurate descriptions or summaries in all material respects, and the discussion thereunder expresses the opinion of Pillsbury Winthrop Shaw Pittman LLP insofar as it relates to matters of United States federal income tax law and legal conclusions with regard to those matters.
The opinions set forth in this letter are based on existing law as contained in the Code, Treasury Regulations (including any Temporary and Proposed Regulations), and interpretations of the foregoing by the Internal Revenue Service (“IRS”) and by the courts in effect (or, in case of certain Proposed Regulations, proposed) as of the date hereof, all of which are subject to change, both retroactively or prospectively, and to possibly different interpretations. Moreover, the Company’s ability to achieve and maintain qualification as a REIT depends upon its ability to achieve and maintain certain diversity of stock ownership requirements and, through actual annual operating results, certain requirements under the Code regarding its income, assets and distribution levels. No assurance can be given as to whether, for any given taxable year, the actual ownership of the Company’s stock and its actual operating results and distributions satisfy the tests necessary to achieve and maintain its status as a REIT. We assume no obligation to update the opinions set forth in this letter. We believe that the conclusions expressed herein, if challenged by the IRS, would be sustained in court. Because our positions are not binding upon the IRS or the courts, however, there can be no assurance that contrary positions may not be successfully asserted by the IRS.
The foregoing opinions are limited to the specific matters covered thereby and should not be interpreted to imply the undersigned has offered its opinion on any other matter.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. The giving of this consent, however, does not constitute an admission that we are “experts” within the meaning of Section 11 of the Securities Act of 1933, as amended (the “Act”), or within the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ PILLSBURY WINTHROP SHAW PITTMAN LLP
THIRTEENTH AMENDMENT TO THE
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
SAUL HOLDINGS LIMITED PARTNERSHIP
THIS THIRTEENTH AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SAUL HOLDINGS LIMITED PARTNERSHIP (this “
Thirteenth Amendment
”), dated as of November 12, 2014, is entered into by the undersigned party.
W
I
T
N
E
S
S
E
T
H
:
WHEREAS, Saul Holdings Limited Partnership (the “
Partnership
”) was formed as a Maryland limited partnership pursuant to that certain Certificate of Limited Partnership dated June 16, 1993 and filed on June 16, 1993 among the partnership records of the Maryland State Department of Assessments and Taxation, and that certain Agreement of Limited Partnership dated June 16, 1993 (the “
Original Agreement
”);
WHEREAS, the Original Agreement was amended and restated in its entirety by that certain First Amended and Restated Agreement of Limited Partnership of the Partnership dated August 26, 1993, which was further amended by that certain First Amendment dated August 26, 1993, by that certain Second Amendment dated March 31, 1994, by that certain Third Amendment dated July 21, 1994, by that certain Fourth Amendment dated December 1, 1996, by that certain Fifth Amendment dated July 6, 2000, by that certain Sixth Amendment dated November 5, 2003, by that certain Seventh Amendment dated November 26, 2003, by that certain Eighth Amendment dated December 31, 2007, by that certain Ninth Amendment dated March 27, 2008, by that certain Tenth Amendment dated April 4, 2008, by that certain Eleventh Amendment dated September 23, 2011 and by that certain Twelfth Amendment dated February 12, 2013 (as amended, the “
Agreement
”);
WHEREAS, on February 12, 2013, Saul Centers, Inc. (the “
General Partner
”) issued 56,000 shares of 6.875% Series C Cumulative Redeemable Preferred Stock (the “
Series C Preferred Shares
,” each a “
Series C Preferred Share
”) at a gross offering price of $2,500.00 per Series C Preferred Share and, in connection therewith, the General Partner, pursuant to Section 8.7.C of the Agreement, contributed the proceeds of such issuance to the Partnership and caused the Partnership to issue to the General Partner preferred equity ownership interests in the Partnership (“
Series C Preferred Partnership Units
”);
WHEREAS, on November 12, 2014, the General Partner issued 16,000 additional Series C Preferred Shares (the “
Additional Series C Preferred Shares
”) at a gross offering price of $2,500.00 per additional Series C Preferred Share and, in connection therewith, the General Partner, pursuant to Section 8.7.C of the Agreement, is required to contribute the proceeds of such issuance to the Partnership and cause the Partnership to issue to the General Partner additional Series C Preferred Partnership Units (the “
Additional Series C Preferred Partnership Units
”); and
WHEREAS, the General Partner desires to amend the Agreement pursuant to its authority under Sections 2.4 and 14.1.B of the Agreement and the powers of attorney granted to the General Partner by the Limited Partners in order to reflect the aforementioned issuance of Additional Series C Preferred Partnership Units.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the undersigned party, intending legally to be bound, hereby agrees as follows:
1.
Section 1 of
Exhibit H
of the Agreement is hereby amended by changing the number 56,000 to 72,000.
2.
Pursuant to Section 8.7.C of the Agreement, effective as of November 12, 2014, the issuance date of the Additional Series C Preferred Shares by the General Partner, the Partnership hereby issues 16,000 Additional Series C Preferred Partnership Units to the General Partner. Such Additional Series C Preferred Partnership Units have been created and are being issued in conjunction with the General Partner’s issuance of the Additional Series C Preferred Shares, and as such, the Additional Series C Preferred Partnership Units are intended to have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the Additional Series C Preferred Shares, and the terms of this
Thirteenth Amendment shall be interpreted in a fashion consistent with this intent. In return for the issuance to the General Partner of the Additional Series C Preferred Partnership Units, the General Partner has contributed to the Partnership the funds raised through its issuance of the Additional Series C Preferred Shares (the General Partner’s capital contribution shall be deemed to equal the amount of the gross proceeds of that share issuance,
i.e.
, the net proceeds actually contributed, plus any underwriter’s discount or other expenses incurred, with any such discount or expense deemed to have been incurred by the General Partner on behalf of the Partnership).
3.
In order to reflect the issuance of the Additional Series C Preferred Partnership Units,
Exhibit A
to the Agreement is hereby amended by (i) deleting in its entirety the table entitled “Series C Preferred Partnership Units” at the end of such
Exhibit A
and (ii) replacing the same with the following table:
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Series C Preferred Partnership Units
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Holder
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Number of Series C Preferred Partnership Units
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Issuance Date
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Saul Centers, Inc.
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56,000
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2/12/2013
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Saul Centers, Inc.
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16,000
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11/12/2014
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4.
The foregoing recitals are incorporated in and are part of this Thirteenth Amendment.
5.
Except as the context may otherwise require, any terms used in this Thirteenth Amendment that are defined in the Agreement shall have the same meaning for purposes of this Thirteenth Amendment as in the Agreement.
6.
Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, the undersigned parties have executed this Thirteenth Amendment as of the date first written above.
GENERAL PARTNER
SAUL CENTERS, INC.
a Maryland corporation
By:
/s/ Scott V. Schneider
Name:
Scott V. Schneider
Title:
Senior Vice President,
Chief Financial Officer,Treasurer and Secretary
Saul Centers, Inc.
7501 Wisconsin Avenue, Suite 1500, Bethesda, Maryland 20814-6522
(301) 986-6200
Saul Centers, Inc.
Closes Offering of Additional 6.875% Series C Cumulative Redeemable Preferred Depositary Shares
November 12, 2014
For Immediate Release
BETHESDA, MARYLAND - Saul Centers, Inc. (NYSE: BFS) (the “Company”) today announced that it has closed an underwritten public offering of 1,600,000 depositary shares, each representing a 1/100
th
fractional interest in a share of its 6.875% Series C Cumulative Redeemable Preferred Stock, at a price of $25.17 per depositary share. The depositary shares represent a new issuance of additional depositary shares that were first issued on February 12, 2013.
The Company estimates that the net proceeds from the offering will be approximately $39.2 million, after deducting underwriting discounts, commissions and estimated offering expenses. The Company intends to use the net proceeds, together with cash on hand, to redeem all outstanding shares of its 8% Series A Cumulative Redeemable Preferred Stock on December 12, 2014.
Raymond James & Associates, Inc. acted as sole book-running manager for the offering of depositary shares.
The offering was made pursuant to an effective shelf registration statement and prospectus and related prospectus supplement filed with the Securities and Exchange Commission (the “Commission”). This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Copies of the prospectus and the prospectus supplement relating to these securities may be obtained from Raymond James & Associates, Inc. by calling toll-free 800-248-8863 or writing to prospectus@raymondjames.com. You may also obtain a copy of the prospectus and the prospectus supplement and other documents the Company has filed with the Commission for free by visiting the Commission’s Web site at
www.sec.gov
.
Saul Centers is a self-managed, self-administered equity real estate investment trust headquartered in Bethesda, Maryland. Saul Centers currently operates and manages a real estate portfolio of 50 shopping center properties and six mixed-use properties, which are comprised of office, retail and multi-family residential uses, and owns three (non-operating) development properties. Over 85% of the Company's cash flow is generated from properties in the metropolitan Washington, DC/Baltimore, MD area.
Statements in this press release that are not strictly historical are “forward-looking” statements. Forward-looking statements involve known and unknown risks, which may cause the company’s actual future results to differ materially from expected results. These risks include, among others, general economic conditions, local real estate conditions, changes in interest rates, increases in operating costs, the preferences and financial condition of our tenants, the availability of capital, risks related to our status as a REIT, and the profitability of the company’s taxable subsidiary. Additional information concerning these and other factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the company’s filings with the Commission, including, but not limited to, the company’s Annual Report on Form 10-K. Copies of each filing may be obtained from the company or the Commission. Such forward-looking statements should be regarded solely as reflections of the company’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. Saul Centers, Inc. undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.
Contact: Scott V. Schneider
(301) 986-6220
