Amendment No. 1 to Form S-11 Phillips Edison & Company
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As filed with the Securities and Exchange Commission on June 21, 2021 Registration No. 333-255846 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-11 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES PHILLIPS EDISON & COMPANY, INC. (Exact Name of Registrant as Specified in its Governing Instruments) 11501 Northlake Drive Cincinnati, Ohio 45249 (513) 554-1110 (Address, Including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices) Jeffrey S. Edison Chief Executive Officer 11501 Northlake Drive Cincinnati, Ohio 45249 (513) 554-1110 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Julian T.H. Kleindorfer Yoel Kranz Bradley A. Helms David Roberts Lewis W. Kneib Goodwin Procter LLP Latham & Watkins LLP 620 Eighth Avenue 355 South Grand Avenue, Suite 100 New York, New York 10018 Los Angeles, California 90071-1560 (212) 813-8800 (213) 485-1234 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☐ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer x Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act: ☐ The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, dated June 21, 2021 PROSPECTUS Shares PHILLIPS EDISON & COMPANY, INC. Common Stock Phillips Edison & Company, Inc. is an internally-managed real estate investment trust, or REIT, and one of the nation’s largest owners and operators of omni-channel grocery-anchored neighborhood and community shopping centers. We are offering shares of our common stock as described in this prospectus. All of the shares of our common stock offered by this prospectus are being sold by us. We currently expect the public offering price to be between $ and $ per share. We intend to apply to have our common stock listed on the Nasdaq Stock Market LLC, or Nasdaq, under the symbol “PECO.” Currently, our common stock is not traded on a national securities exchange, and this will be our first listed public offering. We were formed as a Maryland corporation in October 2009 and have elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2010. Shares of our common stock are subject to ownership limitations that are primarily intended to assist us in maintaining our qualification as a REIT. Our charter contains certain restrictions relating to the ownership and transfer of our common stock, including, subject to certain exceptions, a 9.8% ownership limit of common stock by value or number of shares, whichever is more restrictive. See “Description of Capital Stock—Restrictions on Ownership and Transfer” beginning on page 148 of this prospectus. Investing in our common stock involves risk. See “Risk Factors” beginning on page 16 of this prospectus. Per Share Total Public offering price Underwriting discount(1) Proceeds, before expenses, to us (1) See the section entitled “Underwriting” for a complete description of the compensation payable to the underwriters. We have granted the underwriters the option to purchase an additional shares of our common stock on the same terms and conditions set forth above within 30 days after the date of this prospectus to cover overallotments, if any. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of our common stock on or about , 2021. Morgan Stanley BofA Securities J.P. Morgan The date of this prospectus is , 2021 TABLE OF CONTENTS PAGE MARKET, INDUSTRY, AND OTHER DATA ii RECAPITALIZATION ii REVERSE STOCK SPLIT ii CERTAIN DEFINED TERMS USED IN THIS PROSPECTUS iii PROSPECTUS SUMMARY 1 THE OFFERING 14 SUMMARY SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA 15 RISK FACTORS 16 CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS 34 USE OF PROCEEDS 36 RECAPITALIZATION 36 REVERSE STOCK SPLIT 36 DISTRIBUTION POLICY 37 CAPITALIZATION 40 DILUTION 41 SELECTED FINANCIAL DATA 42 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 43 INDUSTRY AND MARKET DATA 77 OUR BUSINESS AND PROPERTIES 94 MANAGEMENT 111 PRINCIPAL STOCKHOLDERS 136 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 138 POLICIES WITH RESPECT TO CERTAIN ACTIVITIES 140 THE OPERATING PARTNERSHIP AND THE PARTNERSHIP AGREEMENT 142 SENSITIVITY ANALYSIS 146 DESCRIPTION OF CAPITAL STOCK 147 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 151 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 155 SHARES ELIGIBLE FOR FUTURE SALE 159 FEDERAL INCOME TAX CONSIDERATIONS 162 ERISA CONSIDERATIONS 177 UNDERWRITING 179 LEGAL MATTERS 181 EXPERTS 181 WHERE YOU CAN FIND MORE INFORMATION 181 INDEX TO FINANCIAL STATEMENTS 182 You should rely only on the information contained in this prospectus or in any free writing prospectus prepared by us. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and in any free writing prospectus prepared by us is accurate only as of their respective dates or on the date or dates specified in these documents. Our business, financial condition, liquidity, results of operations, and prospects may have changed since those dates. i MARKET, INDUSTRY, AND OTHER DATA We use market data throughout the prospectus, generally obtained from publicly available information and industry publications. We have also obtained the information in “Industry and Market Data,” as well as certain information in “Prospectus Summary,” “Our Business and Properties,” and in other sections of this prospectus where indicated, from the market study prepared for us by Jones Lang LaSalle Americas Inc., or JLL, an independent third- party real estate advisory and consulting services firm. Such information is included herein in reliance on JLL's authority as an expert on such matters. See “Experts.” These sources generally state that the information they provide has been obtained from sources believed to be reliable, but the accuracy and completeness of the information are not guaranteed. The market data includes forecasts and projections that are based on industry surveys and the preparers’ experiences in the industry, and there is no assurance that any of the projections or forecasts will be achieved. We believe that the surveys and market research others have performed are reliable, but we have