Federal Realty Investment Trust Announces Pricing of $150 Million 5.000% Cumulative Redeemable Preferred Share Offering

ROCKVILLE, Md., Sept. 25, 2017 /PRNewswire/ -- Federal Realty Investment Trust (NYSE: FRT) today announced that it has priced an underwritten public offering of 6,000,000 depositary shares, each representing a 1/1000 fractional interest in a share of the Trust's 5.000% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest for a gross public offering price of $150 million. As part of the offering, the Trust granted the underwriters a 30-day option to purchase an additional 400,000 depositary shares. The depositary shares, priced at $25.00 per depositary share, entitle holders of each depositary share to a 5.000% cumulative dividend, or $1.250 per annum, are not convertible into common stock and are redeemable at par at the option of the company on and after September 29, 2022. The offering is expected to close on September 29, 2017, subject to customary closing conditions. The Trust intends to apply to list the depositary shares on the New York Stock Exchange under the symbol "FRTPRC".  If its application is approved, the Trust expects trading of the depositary shares on the New York Stock Exchange to commence within the 30-day period after the initial delivery of the depositary shares.

The Trust intends to use the net proceeds from this offering to reduce amounts outstanding under its revolving credit facility and for general corporate purposes.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC served as joint book-running managers for the offering. Raymond James & Associates, Inc., Citigroup Global Markets Inc., Jefferies LLC and J.P. Morgan Securities LLC served as joint lead-managers for the offering.

The offering was made pursuant to an effective shelf registration statement, prospectus and related prospectus supplement. Copies of the prospectus supplement and the base prospectus, when available, may be obtained by contacting (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated, NCI-004-03-43, 200 North College Street, 3^rd Floor, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department or by email at [email protected]; (ii) UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Prospectus Department or by telephone 1-888-827-7275; or (iii) Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, Minnesota 55402, Attention: WFS Customer Service, or by calling 1-800-645-3751 or by email at [email protected]. Investors may also obtain these documents for free by visiting EDGAR on the Securities and Exchange Commission's website at www.sec.gov.

About Federal Realty

Federal Realty is a recognized leader in the ownership, operation and redevelopment of high-quality retail based properties located primarily in major coastal markets from Washington, D.C. to Boston as well as San Francisco and Los Angeles. Founded in 1962, our mission is to deliver long term, sustainable growth through investing in densely populated, affluent communities where retail demand exceeds supply. Our expertise includes creating urban, mixed-use neighborhoods like Santana Row in San Jose, California, Pike & Rose in North Bethesda, Maryland and Assembly Row in Somerville, Massachusetts. These unique and vibrant environments that combine shopping, dining, living and working provide a destination experience valued by their respective communities. Federal Realty's 104 properties include over 2,800 tenants, in approximately 24 million square feet, and over 1,800 residential units. 

Federal Realty has paid quarterly dividends to its shareholders continuously since its founding in 1962, and has increased its dividend rate for 50 consecutive years, the longest record in the REIT industry. Federal Realty shares are traded on the NYSE under the symbol FRT.

Safe Harbor Language

Certain matters discussed within this press release may be deemed to be forward-looking statements within the meaning of the federal securities laws. Although Federal Realty believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. These factors include, but are not limited to, the risk factors described in our Annual Report on Form 10-K filed on February 13, 2017, and include the following:

• risks that our tenants will not pay rent, may vacate early or may file for bankruptcy or that we may be unable to renew leases or re-let space at favorable rents as leases expire;
• risks that we may not be able to proceed with or obtain necessary approvals for any redevelopment or renovation project, and that completion of anticipated or ongoing property redevelopments or renovation projects that we do pursue may cost more, take more time to complete, or fail to perform as expected;
• risks that we are investing a significant amount in ground-up development projects that may be dependent on third parties to deliver critical aspects of certain projects, requires spending a substantial amount upfront in infrastructure, and assumes receipt of public funding which has been committed but not entirely funded;
• risks normally associated with the real estate industry, including risks that: occupancy levels at our properties and the amount of rent that we receive from our properties may be lower than expected, that new acquisitions may fail to perform as expected, that competition for acquisitions could result in increased prices for acquisitions, that costs associated with the periodic maintenance and repair or renovation of space, insurance and other operations may increase, that environmental issues may develop at our properties and result in unanticipated costs, and, because real estate is illiquid, that we may not be able to sell properties when appropriate;
• risks that our growth will be limited if we cannot obtain additional capital;
• risks associated with general economic conditions, including local economic conditions in our geographic markets;
• risks of financing, such as our ability to consummate additional financings or obtain replacement financing on terms which are acceptable to us, our ability to meet existing financial covenants and the limitations imposed on our operations by those covenants, and the possibility of increases in interest rates that would result in increased interest expense; and
• risks related to our status as a real estate investment trust, commonly referred to as a REIT, for federal income tax purposes, such as the existence of complex tax regulations relating to our status as a REIT, the effect of future changes in REIT requirements as a result of new legislation, and the adverse consequences of the failure to qualify as a REIT.

Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements that we make, including those in this press release. Except as may be required by law, we make no promise to update any of the forward-looking statements as a result of new information, future events or otherwise. You should carefully review the risks and risk factors included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 13, 2017.

SOURCE Federal Realty Investment Trust