As filed with the Securities and Exchange Commission on December 20, 2019
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
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Pennsylvania
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23-6216339
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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One Commerce Square
2005 Market Street, Suite 1000
Philadelphia, PA 19103
(215) 875-0700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Lisa M. Most, Esq.
Senior Vice President and General Counsel
Pennsylvania Real Estate Investment Trust
One Commerce Square
2005
Market Street, Suite 1000
Philadelphia, PA 19103
(215) 875-0700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Elizabeth
A. Diffley, Esq.
Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103
(215) 988-2700
Approximate date of
commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being
registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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 of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
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, please 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 registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, 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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 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 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)(2)
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Proposed
Maximum
Offering Price
Per
Unit(1)
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Proposed
Maximum
Aggregate
Offering Price(1)(2)
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Amount of
Registration Fee
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Common Shares of Beneficial Interest, par value $1.00 per
share(3)
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Preferred Shares of Beneficial Interest
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Debt
Securities(4)
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Warrants
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Rights
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Depositary Shares
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Units
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Total
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$500,000,000
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$500,000,000
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$64,900
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(1)
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An indeterminate number of or aggregate principal amount of the securities is being registered as may at various
times be issued at indeterminate prices, with an aggregate public offering price not to exceed $500,000,000 or, if any debt securities are issued at any original issuance discount, such greater amount as shall result in net proceeds of $500,000,000
to the Registrant.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the
Securities Act of 1933. The aggregate public offering price of all securities registered hereby will not exceed $500,000,000.
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(3)
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Includes such indeterminate number of shares of beneficial interest that may be issued (a) upon conversion
of or exchange for any preferred shares of beneficial interest (including depositary shares with respect to such preferred shares), or debt securities that provide for conversion into shares of beneficial interest or (b) upon exercise of
warrants to purchase shares of beneficial interest.
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(4)
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Includes senior debt securities, senior subordinated debt securities and subordinated debt securities.
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