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Urban Edge Properties Enters Into $250M 'At-The-Market' Equity Offering Program

Benzinga·08/11/2025 21:32:03
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On August 11, 2025, Urban Edge Properties (the "Company") and its operating partnership, Urban Edge Properties LP (the "Operating Partnership"), entered into an equity distribution agreement (the "Equity Distribution Agreement") with each of Wells Fargo Securities, LLC, BTIG, LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC and Truist Securities, Inc., each in its capacity as sales agent and/or principal (each, an "Agent", and collectively, the "Agents") and, together with Nomura Securities International, Inc. (acting through BTIG, LLC as its agent), and except in the case of BTIG, LLC, in its capacity as forward seller (each, a "Forward Seller", and collectively, the "Forward Sellers"), and each of Wells Fargo Bank, National Association, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Jefferies LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products Inc., The Toronto-Dominion Bank and Truist Bank, as forward purchaser (each, a "Forward Purchaser", and collectively, the "Forward Purchasers"), pursuant to which the Company may from time to time offer and sell, through the Agents, acting as the Company's agent or, if applicable, as Forward Sellers, or directly to the Agents acting as principal for their own accounts, the Company's common shares, par value $0.01 per share, having an aggregate offering price of up to $250 million (the "Shares"). Concurrently with entry into the Equity Distribution Agreement, the Company entered into separate master forward confirmations (collectively, the "Master Confirmations"), each dated August 11, 2025, by and between the Company and each of the Forward Purchasers.

The Company and the Operating Partnership entered into the Equity Distribution Agreement in connection with the filing of the Form S-3 Shelf Registration Statement (as defined below), which was filed to replace the Company's and the Operating Partnership's expiring registration statement on Form S-3 (File No. 333-266885) filed with the Securities and Exchange Commission (the "Commission") on August 15, 2022. The "at-the-market" offering program established by the Equity Distribution Agreement and related prospectus supplement under the Form S-3 Shelf Registration Statement replaces the Company's "at-the-market" program established in August 2022.

The Equity Distribution Agreement provides that, in addition to the issuance and sale of Shares through the Agents, the Company may also enter into forward sale agreements pursuant to any Master Confirmation and related supplemental confirmations to be entered into between the Company and the relevant Forward Purchaser pursuant thereto (collectively, the "Forward Sale Agreement"). In connection with any Forward Sale Agreement, a Forward Purchaser, or its affiliate or agent will, at the Company's request, borrow from third parties and, through its Forward Seller, sell a number of Shares equal to the number of Shares underlying such Forward Sale Agreement. In no event will the aggregate number of Shares sold through the Agents or the Forward Sellers under the Equity Distribution Agreement, including through the Forward Sale Agreements, have an aggregate sales price in excess of $250 million.