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): August 11, 2016

 

WEINGARTEN REALTY INVESTORS

(Exact name of Registrant as specified in its Charter)

 

Texas 1-9876 74-1464203

(State or other jurisdiction of

incorporation or organization)

(Commission file number)

 

(I.R.S. Employer

Identification Number)

 

2600 Citadel Plaza Drive, Suite 125,

Houston, Texas 77008

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (713) 866-6000

 

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 2.03. Creation Of A Direct Financial Obligation Or An Obligation Under An Off-Balance Sheet Arrangement Of A Registrant.

 

On August 11, 2016, Weingarten Realty Investors, a Texas real estate investment trust (the "Company") closed an underwritten public offering of $250 million aggregate principal amount of 3.250% senior notes due 2026 (the "Notes"). The Notes are governed by the terms of an Indenture, dated as of May 1, 1995, as amended by a First Supplemental Indenture, dated as of August 2, 2006, and a Second Supplemental Indenture, dated as of October 9, 2012, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (successor in interest to J.P. Morgan Trust Company, National Association), as trustee.

 

The Notes will mature on August 15, 2026. The Notes are subject to redemption at the Company's option at any time in whole or in part, at any time or from time to time, prior to maturity. The redemption price for any of the Notes that are redeemed before May 15, 2026 will be equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to such redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points; plus, in either case, accrued and unpaid interest on the principal amount of the Notes to be redeemed to, but excluding, the redemption date. If the Notes are redeemed on or after May 15, 2026, the Company may redeem the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the redemption date.

 

The description in this Current Report of the Notes is not intended to be a complete description, and the description is qualified in its entirety by the full text of the form of note which is attached as an exhibit to this Current Report.

 

ITEM 9.01. Financial Statements And Exhibits.

 

(d) Exhibits.

 

Exhibit Description
   
4.1 Form of 3.250% Senior Note due 2026.
   
5.1 Opinion of Dentons US LLP as to the legality of the securities being registered.
   
8.1 Opinion of Dentons US LLP as to certain tax matters.
   
23.2 Consent of Dentons US LLP (included in Exhibit 5.1 hereto).
   
23.3 Consent of Dentons US LLP (included in Exhibit 8.1 hereto).

 

 

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 11, 2016 WEINGARTEN REALTY INVESTORS
       
       
  By: /s/ Joe D. Shafer  
    Joe D. Shafer  
    Senior Vice President/  
    Chief Accounting Officer  

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit Description
   
4.1 Form of 3.250% Senior Note due 2026.
   
5.1 Opinion of Dentons US LLP as to the legality of the securities being registered.
   
8.1 Opinion of Dentons US LLP as to certain tax matters.
   
23.2 Consent of Dentons US LLP (included in Exhibit 5.1 hereto).
   
23.3 Consent of Dentons US LLP (included in Exhibit 8.1 hereto).

 

 

 

 

 

Exhibit 4.1

 

[Face of Security]

 

REGISTERED PRINCIPAL AMOUNT
No. 1 $250,000,000
CUSIP No. 948741 AM5  

 

WEINGARTEN REALTY INVESTORS

3.250% Note due 2026

 

WEINGARTEN REALTY INVESTORS, a real estate investment trust organized under the Texas Business Organizations Code (herein referred to as the "Company," which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Two Hundred Fifty Million Dollars ($250,000,000) on August 15, 2026 (the "Stated Maturity Date") or the date fixed for earlier redemption (the "Redemption Date," and together with the Stated Maturity Date with respect to principal repayable on such date, the "Maturity Date"), and to pay interest thereon from August 11, 2016 or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually on February 15 and August 15 of each year (each, an "Interest Payment Date"), commencing February 15, 2017, at the rate of 3.250% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture referred to on the reverse hereof, be paid to the Holder in whose name this Note is registered at the close of business on the regular record date for such interest, which shall be February 1 or August 1 (whether or not a Business Day) (each, a "Regular Record Date"), as the case may be, next preceding such Interest Payment Date by transfer of funds to an account maintained by such Holder within the United States. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Holder in whose name this Note is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee referred to on the reverse hereof, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

 

The principal of this Note payable on the Stated Maturity Date or the principal of, premium, if any, and, if the Redemption Date is not an Interest Payment Date, interest on this Note payable on the Redemption Date will be paid against presentation of this Note at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, currently the office or agency of the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

 

 

 

Interest payable on this Note on any Interest Payment Date and on the Stated Maturity Date or Redemption Date, as the case may be, will include interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including August 11, 2016, if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Stated Maturity Date or Redemption Date, as the case may be. If any Interest Payment Date or the Stated Maturity Date or Redemption Date falls on a day that is not a Business Day, as defined below, principal, premium, if any, and/or interest payable with respect to such Interest Payment Date or Stated Maturity Date or Redemption Date, as the case may be, will be paid on the next succeeding Business Day with the same force and effect as if it were paid on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or Stated Maturity Date or Redemption Date, as the case may be. "Business Day" means any day, other than a Saturday, Sunday or any other day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close.

 

All payments of principal, premium, if any, and interest in respect of this Note will be made by the Company in immediately available funds.

 

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

 

Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature of one of its authorized signatories, this Note shall not be entitled to any, benefit under the Indenture, or be valid or obligatory for any purpose.

 

  2  

 

 

 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal.

 

Dated: August 11, 2016

 

 

(SEAL) WEINGARTEN REALTY INVESTORS
       
       
       
  By:  
    Name: Stanford Alexander
    Title: Trust Manager and Chairman
      of the Board of Trust Managers
       
  By:  
    Name: Stephen C. Richter
    Title: Executive Vice President and Chief Financial Officer

  

Attest:  
   
   
   
Joe D. Shafer, Secretary  

  

 

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

 

This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture.

 

The Bank of New York Mellon Trust Company, N.A.,

as Trustee

 

 

By:    
  Authorized Signatory  

 

 

  3  

 

 

[Reverse of Security]

 

WEINGARTEN REALTY INVESTORS

 

3.250% Note due 2026

 

This Note is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of May 1, 1995, as amended by the First Supplemental Indenture, dated as of August 2, 2006, and the Second Supplemental Indenture, dated as of October 9, 2012 (herein, as so amended, the "Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A. (successor in interest to J.P. Morgan Trust Company, National Association), as trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture with respect to the series of which this Note is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of the duly authorized series of Securities designated as "3.250% Notes due 2026" (collectively, the "Notes"), and the aggregate principal amount of the Notes to be issued under such series is limited to $250,000,000 (except for Notes authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Notes).

 

If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the indenture.

 

This Note will not be subject to any sinking fund and, except in accordance with the provisions of the following paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date.

 

This Note is subject to redemption at any time or from time to time prior to maturity, as a whole or in part, at the election of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount of the Note to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points; plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date. If this Note is redeemed on or after May 15, 2026, the Company may redeem this Note at a redemption price equal to 100% of the principal amount of this Note plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date.

 

" Treasury Rate " means, with respect to any Redemption Date for the notes,

 

· the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release published by the Board of Governors of the Federal Reserve System designated as "Statistical Release H.15 (519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month), or

 

 

 

 

· if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Price (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date.

 

" Comparable Treasury Issue " means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of this Note that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Note.

 

" Independent Investment Banker " means one of the Reference Treasury Dealers selected by the Company.

 

" Comparable Treasury Price " means with respect to any Redemption Date (1) the average of four Reference Treasury Dealer Quotations as determined by the Company for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

 

" Reference Treasury Dealer " means (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and a Primary Treasury Dealer (as defined herein) selected by each of Regions Securities LLC and U.S. Bancorp Investments, Inc. and/or their successors and, (2) at the Company's option, up to two other primary U.S. Government securities dealers in New York City (each, a "Primary Treasury Dealer"), provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer.

 

" Reference Treasury Dealer Quotations " means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

 

  2  

 

 

Notice of redemption will be given by mail to Holders of Securities, not less than 15 nor more than 60 days prior to the Redemption Date, all as provided in the Indenture.

 

In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of all Securities issued under the Indenture at the time Outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the Outstanding Securities, on behalf of the Holders of all such Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority of the aggregate principal amount, in certain instances, of the Outstanding Securities of any series to waive, on behalf of all of the Holders of Securities of such series, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed.

 

This Note is issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

 

As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Note is registrable in the Security Register of the Company upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

 

As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same.

 

  3  

 

 

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

 

This Note shall be subject to all the terms of the Indenture and all of the terms, provisions and conditions of the Indenture shall continue in full force and effect.

 

THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY IN SUCH STATE.

 

 

  4  

 

  

ASSIGNMENT FORM

 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

 

 

 

Please insert social security number or other identifying number of assignee:

 

   

 

Please print or type name and address (including zip code) of assignee:

 

   
   
   
   

  

the within Note and all rights thereunder, hereby irrevocably constituting and appointing _______________________ attorney to transfer said Note of Weingarten Realty Investors on the books of Weingarten Realty Investors, with full power of substitution in the premises.

  

   

 

 

Dated:    

 

NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration or enlargement or any change whatsoever.

 

 

  5  

 

EXHIBIT 5.1

 

DENTONS US LLP

2000 McKinney Avenue, Suite 1900

Dallas, Texas 75201

 

August 11, 2016

 

Weingarten Realty Investors

2600 Citadel Plaza Drive, Suite 125

Houston, Texas 77008

 

Ladies and Gentlemen:

 

We are acting as securities counsel for Weingarten Realty Investors, a Texas real estate investment trust (the "Company"), in connection with the registration of $250,000,000 aggregate principal amount of the Company's 3.250% Notes due 2026 (the "Notes") under the prospectus supplement dated August 2, 2016 supplementing the prospectus dated September 29, 2014 (collectively, the "Prospectus") that forms part of the Company's Registration Statement on Form S-3 (File No. 333-198994) (the "Registration Statement") filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended.

 

In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Notes, and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable in connection with this opinion, including (a) the Declaration of Trust of the Company and the Bylaws of the Company, each as amended, (b) the Indenture, dated as of May 1, 1995, as amended by a First Supplemental Indenture, dated as of August 2, 2006, and a Second Supplemental Indenture, dated as of October 9, 2012, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (successor in interest to J.P. Morgan Trust Company, National Association), as trustee, (c) the Registration Statement, (d) the Prospectus, (e) resolutions of the Board of Trust Managers of the Company adopted at a meeting held on July 28, 2016 and (f) resolutions of the Pricing Committee of the Board of Trust Managers of the Company adopted at a meeting held on August 2, 2016. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such copies and the authenticity of telegraphic or telephonic confirmations of public officials and others. As to facts material to our opinion, we have relied upon certificates or telegraphic or telephonic confirmations of public officials and certificates, documents, statements and other information of the Company or representatives or officers thereof.

 

The opinions set forth below address the effect on the subject transaction only of the federal laws of the United States and the internal laws of the State of Texas, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

 

 

 

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

 

1. The Company has the real estate investment trust power to create the obligation evidenced by the Notes.

 

2. The Notes have been duly authorized for issuance by the Company.

 

We consent to the filing of this opinion as an exhibit to the Form 8-K, filed with the Commission on or around August 11, 2016. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, representation, covenant or assumption relied upon herein that becomes incorrect or untrue.

 

  Very truly yours,
   
  /s/ Dentons US LLP

 

 

 

 

 

 

EXHIBIT 8.1

 

DENTONS US LLP

2000 McKinney Avenue, Suite 1900

Dallas, Texas 75201

 

 

 

August 11, 2016

 

Weingarten Realty Investors

2600 Citadel Plaza Drive, Suite 125

Houston, Texas 77008

 

Ladies and Gentlemen:

 

We are acting as securities counsel for Weingarten Realty Investors, a Texas real estate investment trust (the "Company"), in connection with the registration of $250,000,000 aggregate principal amount of the Company's 3.250% Notes due 2026 (the "Notes") under the prospectus supplement dated August 2, 2016 supplementing the prospectus dated September 29, 2014 (collectively, the "Prospectus") that forms part of the Company's Registration Statement on Form S-3 (File No. 333-198994) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended. These opinions relate to the Company's qualification for federal income tax purposes as a real estate investment trust (a "REIT") under the Internal Revenue Code of 1986, as amended (the "Code").

 

For the purposes of rendering our opinion, we have examined and are relying upon such documents (including all exhibits and schedules attached thereto) as we have deemed relevant or necessary, including:

 

1. The Declaration of Trust of the Company and the Bylaws of the Company, each as amended;

 

2. The Prospectus and the Registration Statement; and

 

3. Such other documents, records and instruments as we have deemed necessary in order to enable us to render the opinion referred to in this letter, and our opinion is conditioned upon (without any independent investigation or review thereof) the truth and accuracy, at all relevant times, of the representations and warranties, covenants and statements contained therein.

 

This opinion is also subject to and conditioned upon the truth and accuracy of the representations contained in a written tax certificate executed by one or more officers of the Company (the "Tax Certificate"). The initial and continuing truth and accuracy of the representations contained in the Tax Certificate constitutes an integral basis for the opinion expressed herein and this opinion is conditioned upon the initial and continuing truth and accuracy of these representations.

 

 

 

 

In connection with rendering this opinion, we have assumed to be true and are relying upon (without any independent investigation or review thereof), and our opinion is conditioned upon the correctness of, the following:

 

1. The authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and authenticity of the originals of such documents;

 

2. The genuineness of all signatures, the due authorization, execution and delivery of all documents by all parties thereto and the due authority of all persons executing such documents;

 

3. All representations and statements set forth in such documents are true and correct;

 

4. All obligations imposed by any such documents on the parties thereto have been or will be performed or satisfied in accordance with their terms; and

 

5. All covenants contained in the Tax Certificate will be performed without waiver or breach of any provision thereof.

 

We have further assumed the accuracy of the statements and descriptions of the Company's intended activities as described in the Prospectus and that the Company will operate in accordance with the method of operation described in the Prospectus.

 

Based upon our examination of the foregoing items, subject to the assumptions, exceptions, limitations and qualifications set forth therein, we are of opinion that the Company qualified as a REIT under the Internal Revenue Code of 1986, as amended (the "Code") for the taxable year ended December 31, 2015, the Company is organized and its manner of operation is in conformity with the requirements for qualification and taxation as a REIT as of the date of the Registration Statement and that the Company's proposed manner of operation and diversity of equity ownership will enable the Company to continue to satisfy the requirements for qualification as a REIT for the calendar year 2016, if the Company operates in accordance with the methods of operation described in the Registration Statement, including the representations in the Tax Certificate concerning the Company's intended method of operation.

 

In addition to the assumptions set forth above, this opinion is subject to the following exceptions, limitations and qualifications:

 

1. Our opinions expressed herein are based upon interpretation of the current provisions of the Code and existing judicial decisions, administrative regulations and published rulings and procedures. Our opinions only represent our best judgment and are not binding upon the Internal Revenue Service or courts and there is no assurance that the Internal Revenue Service will not successfully challenge the conclusions set forth herein. The Internal Revenue Service has not yet issued regulations or administrative interpretations with respect to various provisions of the Code relating to REIT qualification. Consequently, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the accuracy of the conclusions stated herein. We undertake no obligation to advise you of changes in law which may occur after the date hereof.

 

 

 

 

2. Our opinions are limited to the federal income tax matters addressed herein, and no other opinions are rendered with respect to any other matter not specifically set forth in the foregoing opinion.

 

3. Our opinions are limited in all respects to the federal tax law of the United States and we express no opinion as to various state, local or foreign tax consequences.

 

4. The Company's qualification and taxation as a REIT depend upon the Company's ability to satisfy through actual operating results, the applicable asset composition, source of income, shareholder diversification, distribution, record keeping and other requirements of the Code necessary to qualify and be taxed as a REIT.

 

5. The foregoing opinions are based upon the proposed method of operation as described in the Registration Statement and facts stated in the Tax Certificate and other documents described herein. We undertake no obligation to review at any time in the future whether the Company has fulfilled the requirements listed in paragraph 4 and this paragraph 5 and, consequently, no assurance can be given that the actual results of the Company's operations for any taxable year will satisfy the requirements of the Code necessary to qualify or be taxed as a REIT.

 

6. In the event any one of the statements, representations, warranties or assumptions we have relied upon to issue this opinion is incorrect in a material respect, our opinions might be adversely affected and may not be relied upon.

 

We consent to the filing of this opinion as an exhibit to the Form 8-K, filed with the Commission on or around August 11, 2016. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, representation, covenant or assumption relied upon herein that becomes incorrect or untrue.

 

  Very truly yours,
   
  /s/ Dentons US LLP