Phillips Edison & Company Presents Listing Plans to Stockholders

May 14, 2021 | SEC

Phillips Edison & Company, Inc. (“PECO”), an internally-managed REIT, is one of the nation’s largest owners and operators of omni-channel grocery-anchored neighborhood shopping centers. On May 14, 2021, the Company filed a presentation to stockholders discussing a potential listing and liquidity plan. Jeff Edison, the Company’s Chairman and CEO gave an overview of the environment for a potential listing and the offering + listing as well as a PECO overview.

Edison pointed out that, since October 31, 2020, the average share prices of publicly traded strip center REITs have doubled and returned to January 2020 levels. He explained how the improving public market backdrop presents a constructive environment for a potential listing and offering.  The Company filed an S-11 registration statement to allow it to potentially raise equity capital in a public offering in conjunction with the listing of its shares. 

Accessing the public markets has many potential benefits according to the presentation.

• Equity capital to de-lever the balance sheet to allow for external growth opportunities

• Build institutional investor base

• Access public debt markets with intent to pursue investment grade rating

In a strategy consistent with other nontraded REITs that have listed their shares, prior to closing the proposed offering, existing common stock would convert to non-listed Class B stock.  The day after the offering prices, the common stock begins trading.  Six-month non-listed period begins for Class B stockholders. After a six-month period, Class B stock automatically converts to listed stock. 

The benefits of the phased-in approach to liquidity are:

• Six-month non-listed period is typical for IPOs

• Management’s Class B stock is subject to the same six-month non-listed period

• It allows stock to season before the potential non-listed period ends

• Gives PECO a runway to build the institutional investor base

• Supports the execution of the public offering

The process of listing and offering could take several months.  On June 18, 2021 the Annual Stockholder Meeting will be held.  The SEC will then complete its review of the S-11 and the offering marketing can commence when the S-11 is declared effective.  Trading will commence for newly issued shares under the “PECO” ticker on a national stock exchange. The six-month non-listed period would begin for existing stockholders.  After the six-month period the existing stockholders’ shares are free to trade under “PECO” ticker on the national exchange without restrictions.

For the full presentation to stockholders, see: pecoslides-offeringlisti (sec.gov)