PLAN OF DISTRIBUTION
On October 28, 2024, we and the Operating Partnership entered into the Sales Agreement with BofA Securities, Inc., Barclays Capital Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as Sales Agents or Forward Sellers, as applicable, and the Forward Purchasers, relating to the common shares offered by this prospectus supplement and the accompanying prospectus pursuant to a continuous offering program.
The Sales Agreement provides that, in addition to the issuance and sale of common shares by us through the Sales Agents, we may also enter into one or more forward sale agreements with each of Bank of America, N.A., Barclays Bank PLC, Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association or one of their respective affiliates, as Forward Purchasers. In connection with any forward sale agreement, the relevant Forward Purchaser will, at our request, use commercially reasonable efforts, consistent with its normal trading and sales practices for similar transactions and applicable laws and regulations, to borrow from third parties and, through the applicable Forward Seller, sell a number of our common shares equal to the number of common shares underlying the particular forward sale agreement. In no event will the aggregate number of common shares sold through the Forward Sellers (or directly to the Sales Agents, acting as principals) under the Sales Agreement, under any terms agreement (as described below), and under any forward sale agreement have an aggregate gross sales price in excess of $400,000,000.
Sales of common shares, if any, made through the Sales Agents, acting as our sales agents, or by Forward Sellers, acting as agents for the applicable Forward Purchasers, or by a Sales Agent, acting as principal, as contemplated by this prospectus supplement and the accompanying prospectus, may be made by means of ordinary brokers’ transactions on the NYSE or other national securities exchange, or otherwise, at market prices prevailing at the time of sale, at prices related to prevailing market prices or negotiated transactions, or as otherwise agreed with the applicable Sales Agent or Forward Seller. In addition, our common shares may be offered and sold by such other methods, including privately negotiated transactions, which may include block transactions, as we and any Sales Agent or Forward Seller agree to in writing.
None of the Sales Agents, acting as our sales agents, or Forward Sellers, acting as agents for the applicable Forward Purchasers, is required to sell any specific number or dollar amount of common shares, but each has agreed, as Sales Agent or as agent for the applicable Forward Purchaser, as applicable, to use commercially reasonable efforts, consistent with its normal trading and sales practices for similar transactions and applicable laws and regulations and on the terms and subject to the conditions of the Sales Agreement, to sell the common shares offered as instructed by us. The common shares offered and sold through the Sales Agents, as our sales agents, or Forward Sellers, as agents for the applicable Forward Purchasers, pursuant to this prospectus supplement and the accompanying prospectus, will be offered and sold through only one Sales Agent or Forward Seller on any given day.
In connection with the sale of the common shares on our behalf, the Sales Agents and Forward Sellers may be deemed to be “underwriters” within the meaning of the Securities Act, and the compensation paid to them may be deemed to be an underwriting commission or discount. We have agreed in the Sales Agreement to provide indemnification and contribution to the Sales Agents, Forward Sellers and Forward Purchasers, as applicable, against certain civil liabilities, including liabilities under the Securities Act.
If we or any Sales Agent or Forward Seller have reason to believe that our common shares are no longer an “actively-traded security” as defined under Rule 101(c)(1) of Regulation M under the Exchange Act, such party will promptly so notify the other party, and sales of our common shares under the Sales Agreement will be suspended until that or other exemptive provisions have been satisfied in such party’s judgment.
The offering of common shares pursuant to the Sales Agreement will terminate upon the earlier of (1) the sale of all the common shares subject to the Sales Agreement (including shares sold by us to or through the Sales Agents and borrowed shares sold by the Forward Sellers) and (2) the termination of the Sales Agreement, pursuant to its terms.
We estimate that the total expenses of the offering payable by us, excluding commissions payable to the Sales Agents or the Forward Sellers under the Sales Agreement, will be approximately $250,000.